Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. (a) The Stockholder Subscriber hereby irrevocably grants toappoints the President of the Company, and appoints, Parent and any designee of Parent and each of Parent's officersor his or her successor, as Stockholder's the Subscriber’s true and lawful proxy and attorney, agent with the power to act alone and proxy with full power of substitution substitution, to, consistent with this instrument and resubstitution, to the full extent on behalf of the Stockholder's voting rights Subscriber, (i) vote all Securities held of record by the Subscriber, (ii) give and receive notices and communications, (iii) execute any written consent, instrument or document that the President determines is necessary or appropriate at the President’s complete discretion, and (iv) take all actions necessary or appropriate in the judgment of the President for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the earlier of the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock, the effectiveness of a registration statement under the Exchange Act covering the Common Stock or five years after the execution of this Subscription Agreement. The President is an intended third-party beneficiary of this Section and has the right, power and authority to enforce the provisions hereof as though he or she was a party hereto. (b) Other than with respect to the Owned Common Sharesgross negligence or willful misconduct of the President, in his or her capacity as the Subscriber’s true and lawful proxy and attorney pursuant to vote this Section (collectively, the “Proxy”), the Proxy will not be liable for any act done or omitted in his, her or its capacity as representative of the Subscriber pursuant to this instrument while acting in good faith, and any act done or omitted pursuant to the written advice of outside counsel will be conclusive evidence of such good faith. The Proxy has no duties or responsibilities except those expressly set forth in this instrument, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of the Subscriber otherwise exist against the Proxy. The Subscriber shall indemnify, defend and hold harmless the Proxy from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the Owned Common Shares fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Proxy Losses”) arising out of or grant a in connection with any act done or omitted in the Proxy’s capacity as representative of the Subscriber pursuant to this instrument, in each case as such Proxy Losses are suffered or incurred; provided, that in the event that any such Proxy Losses are finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Proxy, the Company shall reimburse the Subscriber the amount of such indemnified Proxy Losses to the extent attributable to such gross negligence or willful misconduct (provided that the Proxy’s aggregate liability hereunder shall in no event exceed the Purchase Price). In no event will the Proxy be required to advance his, her or its own funds on behalf of the Subscriber or otherwise. The Subscriber acknowledges and agrees that the foregoing indemnities will survive the resignation or removal of the Proxy or the termination of this instrument. (c) A decision, act, consent or approval, at any meeting instruction of the stockholders Proxy constitutes a decision of the Subscriber and is final, binding and conclusive upon the Subscriber. The Company, shareholders of the Company and any other third party may rely upon any decision, act, consent or instruction of the Proxy as being the decision, act, consent or instruction of the Subscriber. The Company, shareholders of the Company and any other third party are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Proxy. (d) The Subscriber hereby agrees to take any and all actions determined by the Company’s board of directors in good faith to be advisable to reorganize this instrument and any Securities held by the Subscriber into a special-purpose vehicle or other entity designed to aggregate the interests of holders of Securities issued in this Offering. (e) If any provision of this Proxy or any part of any this Section 5 is held under any circumstances to be invalid or unenforceable in any action by written consent of jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the stockholders of the Companyfullest possible extent, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date invalidity or unenforceability of termination such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the Merger Agreement, on remainder of such provision or the matters described in Section 1.2 and in accordance therewithvalidity or enforceability of any other provision of this Proxy. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all Each provision of this proxy is separable from every other proxies and power provision of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2this proxy, and no subsequent proxy (whether revocable or irrevocable) or power each part of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination each provision of this Agreement in accordance with Section 5.1Proxy is separable from every other part of such provision.

Irrevocable Proxy. The If, and only if, the Stockholder fails to comply with the provisions of Section 2.01, the Stockholder hereby irrevocably grants toagrees that such failure shall result, without any further action by the Stockholder effective as of the date of such failure, in the constitution and appoints, Parent and any designee appointment of Parent and each of Parent's officers, its executive officers from and after the date of such determination until the Voting Termination Date (at which point such constitution and appointment shall automatically be revoked) as the Stockholder's attorney, agent and proxy (such constitution and appointment, the "Irrevocable Proxy"), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SHARES IN BREACH OF THIS AGREEMENT. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by the Stockholder, except as required by any letter of transmittal in connection Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the Offer. The Stockholder agrees to execute any further agreement death or form reasonably necessary or appropriate to confirm and effectuate the grant incapacity of the proxy contained herein. Such proxy Stockholder and any obligation of the Stockholder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement in accordance with Section 5.1the Stockholder.

Irrevocable Proxy. The Stockholder Each party to this Agreement hereby irrevocably grants toconstitutes and appoints the President and Treasurer of the Company, and appoints, Parent and any a designee of Parent the Selling Investors and a designee of the Noteholder Majority, and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to as the full extent proxies of the Stockholder's voting rights party with respect to the Owned Common Sharesmatters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all the Owned Common of such party’s Shares or grant a consent or approval, at any meeting in favor of the stockholders election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2, 3 and 4 respectively, of this Agreement or to take any action reasonably necessary to effect Sections 2, 3 and 4, respectively, of this Agreement. The power of attorney granted hereunder shall authorize the President of the Company to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to this Section 5.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto hereby revokes any action and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, except as provided by written consent Section 3.2(g), unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the stockholders Shares, deposit any of the CompanyShares into a voting trust or enter into any agreement (other than this Agreement), until arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the earlier voting of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination any of the Merger AgreementShares, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained set forth herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's ’s officers, as Stockholder's ’s attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's ’s voting rights with respect to the Owned Common Shares, the Owned Preferred Shares and the Beneficial Voting Rights Shares, to vote all the Owned Common Shares and the Owned Preferred Shares or grant a consent or approval, at any meeting of the stockholders of the Company (including the Company Stockholders Meeting) and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date Time (with respect to Shares) or (2) the Effective Time (with respect to Company Series D Preferred Stock) or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES OR OWNED PREFERRED SHARES OR HIS RIGHT TO VOTE THE BENEFICIAL VOTING RIGHTS SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares or the Owned Preferred Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.16.1.

Irrevocable Proxy. The Solely with respect to the matters described in Section 1.1, Stockholder hereby irrevocably grants to, and appoints, Parent and appoints Investor (or any designee nominee of Parent and each of Parent's officers, Investor) as Stockholder's attorney’s lawful agent, agent attorney and proxy with full power of substitution and resubstitution, for and in the name, place and stead of Stockholder, to the full extent of the Stockholder's ’s voting rights with respect to Stockholder’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Owned Common Shares, Delaware General Corporation Law) to vote all Stockholder’s Owned Shares solely on the Owned Common Shares or grant a consent or approvalmatters, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Companymanner, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.1, and in accordance therewithherewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other any proxies and power of attorneys, with respect to all of the Owned Common Shares previously granted that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection would otherwise conflict with the Offer. The Stockholder proxy contemplated pursuant to this Section 1.2 and agrees to execute any further agreement agreement, form, notice or form other such requirement reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such Stockholder hereby acknowledges that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Amended and Restated Securities Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further acknowledges that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all things or acts that such irrevocable proxy may lawfully do or cause to be done by virtue hereof to the extent consistent with this Agreement. To the extent that Stockholder is the beneficial but not the record owner of any Owned Shares, Stockholder shall automatically terminate upon cause the valid termination record owner of this Agreement any such Owned Shares to vote and grant a proxy with respect to Owned Shares in accordance with Section 5.1the same manner as described above.

Irrevocable Proxy. The Each Stockholder hereby irrevocably revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants toa proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution substitution, for and resubstitutionin such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the full extent of the Stockholder's voting rights manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Owned Common Subject Shares, ; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote all the Owned Common Subject Shares or grant in a consent or approval, at any meeting of the stockholders of the Company manner inconsistent with Section 1.01 and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) if Parent intends to exercise the date proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of termination of Parent entering into the Merger Agreement, on Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the matters described in Section 1.2 Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance therewithwith this Section 1.02. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESEach Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. The Each Stockholder hereby revokes all other proxies and power agrees not to grant any proxy during the term of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted this Agreement with respect to any matters covered Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney 1.02 shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm null and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1void ab initio.

Irrevocable Proxy. The Stockholder Shareholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's ’s officers, as Stockholder's Shareholder’s attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's Shareholder’s voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company PhotoWorks and in any action by written consent of the stockholders shareholders of the CompanyPhotoWorks, until the earlier of (a)(1) the Acceptance Date acceptance of Shares pursuant to the Offer or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.2, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN AND IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby Shareholder revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the StockholderShareholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder Shareholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The (a) Stockholder hereby irrevocably grants toconstitutes and appoints Acquisition, which shall act by and appointsthrough ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ (each, Parent and any designee a "Proxy Holder"), or either of Parent and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution substitution, its true and resubstitutionlawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all outstanding Shares Beneficially Owned by Stockholder as of the date of such meeting or written consent in favor of the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, with such modifications to the full extent Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may be. Such proxy will be limited strictly to the power to vote the Shares in the manner set forth in the preceding sentence and shall not extend to any other matters. Without limiting the foregoing, in any such vote or other action pursuant to such proxy, the Proxy Holders shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including Stockholder's voting ) under the Offer or the Merger Agreement or to reduce the rights or obligations of Parent or Acquisition thereunder. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with respect an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder. Stockholder will not grant any proxy to any person which conflicts with the Owned Common Sharesproxy granted herein, and any attempt to do so will be void. The power of attorney granted herein is a durable power of attorney and will survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote all his, hers or its Shares in accordance with the Owned Common requirements of Section 1(b) hereof, then the Proxy Holder shall have the right to vote the Shares or grant a consent or approval, at any meeting of the Company's stockholders of the Company and in any action by written consent of the Company's stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with the provisions of this Section 5.12. The vote of the Proxy Holder will control in any conflict between his vote of such Shares and a vote by Stockholder of such Shares.

Irrevocable Proxy. The Subject to and to the extent permitted by the laws of the State of Texas, each Management Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any designee of Parent authorized representatives and each of Parent's officers, designees thereof as Stockholder's its lawful proxy and attorney, agent and proxy -in-fact to exercise with full power of substitution in such Management Stockholder’s name and resubstitution, to the full extent of the on its behalf such Management Stockholder's voting rights with respect to the Owned Common Shares, ’s right to vote all of the Owned shares of outstanding Common Shares or grant a consent or approval, Stock owned by the Management Stockholder at any regular or special meeting of the stockholders of the Company for the express purpose of electing any one or more members to the Board or approving any Change in Control transaction or agreement. If voting under such proxy Parent and any authorized representatives and designees thereof shall vote under this proxy on behalf of each such Management Stockholder in the same manner as Parent votes any action outstanding shares of Common Stock owned by written consent it at any such regular or special meeting of the stockholders of the Company for the express purpose of electing any one or more members to the Board or approving any Change in Control transaction or agreement. This proxy is irrevocable and is coupled with an interest and shall not be terminable as long as this Agreement remains effective among the parties hereto, their successors, transferees and assigns and, if such Management Stockholder is a natural person, shall not terminate on the disability or incompetence of such Management Stockholder. The Company is hereby requested and directed to honor this proxy upon its presentation by Parent and any authorized representatives and designees thereof, without any duty of investigation whatsoever on the part of the Company. Each such Management Stockholder agrees that the Company, until and the earlier Company’s secretary shall not be liable to such Management Stockholder for so honoring this proxy. This Section 23 shall terminate and be of no further force or effect upon the later of (a)(1x) the Acceptance fifth anniversary of the Closing Date or (2y) the Effective Time or (b) the date consummation of termination of the Merger Agreement, a Qualified Public Offering. [Signatures on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1next page.]

Irrevocable Proxy. The Solely with respect to the matters described in Section 1.1, Stockholder hereby irrevocably grants to, and appoints, Parent and appoints Investor (or any designee nominee of Parent and each of Parent's officers, Investor) as Stockholder's attorney’s lawful agent, agent attorney and proxy with full power of substitution and resubstitution, for and in the name, place and stead of Stockholder, to the full extent of the Stockholder's ’s voting rights with respect to Stockholder’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Owned Common Shares, Delaware General Corporation Law) to vote all Stockholder’s Owned Shares solely on the Owned Common Shares or grant a consent or approvalmatters, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Companymanner, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.1, and in accordance therewithherewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other any proxies and power of attorneys, with respect to all of the Owned Common Shares previously granted that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection would otherwise conflict with the Offer. The Stockholder proxy contemplated pursuant to this Section 1.2 and agrees to execute any further agreement agreement, form, notice or form other such requirement reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such Stockholder hereby acknowledges that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Securities Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further acknowledges that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all things or acts that such irrevocable proxy may lawfully do or cause to be done by virtue hereof to the extent consistent with this Agreement. To the extent that Stockholder is the beneficial but not the record owner of any Owned Shares, Stockholder shall automatically terminate upon cause the valid termination record owner of this Agreement any such Owned Shares to vote and grant a proxy with respect to Owned Shares in accordance with Section 5.1the same manner as described above.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of appoints Parent and each of Parent's its officers, as the Stockholder's attorney, agent attorney and proxy pursuant to the provisions of Section 212(c) of the General Corporation Law of the State of Delaware, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act (by written consent or otherwise) with respect to the Owned Common SharesShares and the Other Securities, which the Stockholder is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date such meeting or (2) the Effective Time or (b) the date of termination of the Merger Agreementotherwise, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.01. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESINTEREST. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares and the Other Securities that the Stockholder may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the Stockholder, except as required by any letter of transmittal . The Shareholder hereby affirms that the irrevocable proxy set forth in this SECTION 1.02 is given in connection with the Offerexecution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Shareholder under this Agreement. The Stockholder agrees Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1be done by virtue hereof.

Irrevocable Proxy. (a) The Stockholder hereby irrevocably grants toappoints Denn▇▇ ▇▇▇▇ ▇▇▇ W. T▇▇▇▇▇ ▇▇▇on, and appoints, Parent and their successors or any other designee of Parent Showscan, the sole and each of Parent's officers, as Stockholder's attorneyexclusive and true and lawful proxy, agent and proxy attorney-in-fact of the Stockholder, with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect vote or to the Owned Common Shares, to vote all the Owned Common Shares execute and deliver written consents or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, otherwise act with respect to all of the Owned Shares, as fully, to the same extent and with the same effect as the Stockholder might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, but only in connection with the approval of the issuance of additional shares of Company Common Shares Stock pursuant to the terms of the Merger Agreement and such other matters as may be necessary to effectuate the transactions contemplated under the Merger Agreement (the "Merger Matters") and only in the event the Stockholder does not vote on the Merger Matters, or any of them. (b) The Stockholder shall execute such additional documents and take such additional actions as Showscan may reasonably request to effectuate or further secure and protect the rights of Showscan under this Section 3. (c) Showscan and the Stockholder intend that may have heretofore been appointed or granted this proxy is coupled with respect to any matters covered by Section 1.2an interest in the Shares, and no subsequent and, as a result, this proxy (whether revocable or irrevocable) or power of attorney shall be given irrevocable until the date this proxy terminates as provided in Section 3(e) hereof, whereupon it shall automatically lapse. (d) The Stockholder hereby revokes any other proxy or proxies to act and vote on behalf of any and all Shares now or hereafter owned by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of hereby ratifies and confirms all acts and votes that the proxy contained herein. Such specified herein may lawfully perform by virtue of this authorization. (e) This proxy shall automatically terminate and shall be revoked upon the valid termination of this Agreement in accordance with pursuant to Section 5.14 hereof.

Irrevocable Proxy. (a) The Stockholder hereby irrevocably grants toappoints ▇▇▇▇▇▇ ▇▇▇▇ and ▇. ▇▇▇▇▇▇ Lemon, and appoints, Parent and their successors or any other designee of Parent Showscan, the sole and each of Parent's officers, as Stockholder's attorneyexclusive and true and lawful proxy, agent and proxy attorney-in-fact of the Stockholder, with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect vote or to the Owned Common Shares, to vote all the Owned Common Shares execute and deliver written consents or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, otherwise act with respect to all of the Owned Shares, as fully, to the same extent and with the same effect as the Stockholder might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, but only in connection with the approval of the issuance of additional shares of Company Common Shares Stock pursuant to the terms of the Merger Agreement and such other matters as may be necessary to effectuate the transactions contemplated under the Merger Agreement (the "Merger Matters") and only in the event the Stockholder does not vote on the Merger Matters, or any of them. (b) The Stockholder shall execute such additional documents and take such additional actions as Showscan may reasonably request to effectuate or further secure and protect the rights of Showscan under this Section 3. (c) Showscan and the Stockholder intend that may have heretofore been appointed or granted this proxy is coupled with respect to any matters covered by Section 1.2an interest in the Shares, and no subsequent and, as a result, this proxy (whether revocable or irrevocable) or power of attorney shall be given irrevocable until the date this proxy terminates as provided in Section 3(e) hereof, whereupon it shall automatically lapse. (d) The Stockholder hereby revokes any other proxy or proxies to act and vote on behalf of any and all Shares now or hereafter owned by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of hereby ratifies and confirms all acts and votes that the proxy contained herein. Such specified herein may lawfully perform by virtue of this authorization. (e) This proxy shall automatically terminate and shall be revoked upon the valid termination of this Agreement in accordance with pursuant to Section 5.14 hereof.

Irrevocable Proxy. The Stockholder hereby Participant represents that from time to time it may be a beneficial and/or legal owner of Shares. To the extent that it is a beneficial owner and/or legal owner of Shares, the Participant agrees to irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, appoint Distributor as Stockholder's attorney, agent its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially or legally owned Shares of the Fund that the Participant is or may be entitled to vote at any meeting of shareholders of the Fund held after the date this Agreement is executed whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. For purposes of this paragraph, beneficially owned Shares shall not include those shares for which the Participant is the record owner but not the beneficial owner (the “Managed Account Shares”). The Distributor shall mirror vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter, question or resolution submitted to the vote of shareholders of the Fund. The Distributor, as attorney and proxy for Participant under this Section 1(f), (i) is hereby given full power of substitution and resubstitutionrevocation; (ii) may act through such agents, nominees, or substitute attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys in any lawful manner deemed appropriate by it, including in writing, by telephone, facsimile, electronically (including through the Internet) or otherwise. The Distributor may terminate this irrevocable proxy within sixty (60) days written notice to the full extent Participant. The powers of attorney and proxy as set forth in this Section 1(f) shall include (without limiting the general powers hereunder) the power to receive and waive any notice of any meeting on behalf of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1undersigned.

Irrevocable Proxy. The (a) As security for and in furtherance of the Stockholders’ agreements in Section 2.1 of this Agreement, each Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any designee of Parent Parent’s designees, and each of Parent's officersthem individually, as such Stockholder's ’s proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, place and stead of such Stockholder, to the full extent of the Stockholder's voting rights with respect vote, prior to the termination of this Agreement, all Stockholder Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, owned by such Stockholder (at any meeting of the Company’s stockholders (or any adjournment or postponement thereof), however called), or to execute one or more written consents in respect of the Company and such Stockholder Owned Shares, in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on either case solely with respect to the matters described in Section 1.2 2.1(a) of this Agreement and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESthe manner expressly provided in Section 2.1(a). The foregoing proxy granted by each Stockholder hereby revokes all shall become immediately and automatically exercisable by Parent (and Parent’s designees) if, and only if, (x) such Stockholder fails for any reason to comply with any of its voting and other proxies obligations set forth in Section 2.1(a) above and power (y) such Stockholder shall have failed to so comply within one (1) business day after receipt by such Stockholder of attorneyswritten notice of demand for compliance from Parent, whereupon Parent shall then immediately and automatically have the right to cause to be present or vote such Stockholder’s Stockholder Owned Shares, or to execute one or more written consents in respect of such Stockholder’s Stockholder Owned Shares, solely with respect to all of the Owned Common Shares that may have heretofore been appointed meeting or granted with respect matter for which such Stockholder failed to any matters covered by Section 1.2be present, and no subsequent proxy vote or consent (whether revocable or irrevocableas applicable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection accordance with the Offer. provisions of Section 2.1(a). (b) The proxy granted by each Stockholder agrees pursuant to execute any further agreement Section 2.2(a) shall (i) be valid and irrevocable until the valid termination of this Agreement in accordance with (or form reasonably necessary or appropriate to confirm as otherwise provided in) Section 5.1 hereof and effectuate the grant of the proxy contained herein. Such proxy shall (ii) automatically terminate and be deemed revoked upon the valid termination of this Agreement in accordance with (or as otherwise provided in) Section 5.15.1 hereof. Each Stockholder represents that any and all other proxies and powers of attorney heretofore given in respect of the Stockholder Owned Shares owned by such Stockholder that are currently in effect are revocable, and that such other proxies have been revoked. Each Stockholder affirms that the proxy granted by such Stockholder pursuant to Section 2.2(a) is: (x) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such Stockholder’s obligations under Section 2.1(a), (y) coupled with an interest and may not be revoked or terminated except as otherwise provided in this Agreement and (z) intended to be irrevocable prior to valid termination of this Agreement. All authority conferred by each Stockholder to Parent and Parent’s designees pursuant to Section 2.2(a) shall be binding upon the successors and assigns of such Stockholder. Subject to the other terms and provisions of this Agreement, each Stockholder shall retain the right to vote or cause to be voted all of such Stockholder’s Stockholder Owned Shares in its sole discretion on all matters not described in Section 2.1(a). Each Stockholder agrees that it will not take any action that would render invalid the valid exercise of the proxy granted by each Stockholder pursuant to Section 2.2(a) in accordance with its terms by Parent and Parent’s designees.

Irrevocable Proxy. The (a) Stockholder hereby revokes any and all previous proxies granted by Stockholder with respect to Company Common Stock owned (whether beneficially or of record) by it as of the date of this Agreement. By entering into this Agreement, Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of (determined in Parent's officers, ’s sole discretion) as Stockholder's ’s attorney-in-fact and proxy, agent and proxy with full power of substitution and resubstitution, to the full extent of the for and in Stockholder's voting rights with respect to the Owned Common Shares’s name, to vote all the Owned Common Shares vote, or grant a consent cause to be voted (including by proxy or approvalwritten consent, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, if applicable) (until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.15.04) any Company Common Stock owned (whether beneficially or of record) by Stockholder solely to the extent, and in the manner, expressly set forth with respect to the Required Votes in Section 1.01; provided that the Stockholder’s grant of the proxy contemplated by this Section 1.03 shall be effective if, and only if, the Stockholder fails to be counted as present, fails to consent or to vote such Company Common Stock, as applicable, in accordance with this Agreement or has not delivered to the Company prior to the meeting at which any of the matters described in Section 1.01 are to be considered, a duly executed irrevocable proxy card directing that the shares of Company Common Stock of the Stockholder be voted in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.01, and the Stockholder shall retain the authority to vote on all other matters. (b) The proxy granted by Stockholder pursuant to this Section 1.03, if it becomes effective, except upon the termination of this Agreement in accordance with Section 5.04, is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. Stockholder hereby affirms that such irrevocable proxy, if it becomes effective, is coupled with an interest by reason of the Merger Agreement and, except upon the termination of this Agreement in accordance with Section 5.04, is intended to be irrevocable. Each Stockholder agrees, subject to this Section 1.03 and unless and until this Agreement is terminated in accordance with Section 5.04, to vote its Company Common Stock (including any New Company Common Stock) in accordance with Section 1.01(a) through Section 1.01(c) above. The parties agree that the foregoing is a voting agreement.

Irrevocable Proxy. The Stockholder Each Shareholder hereby irrevocably grants to, and appoints, Parent and any designee of appoints Parent and each of Parent's officers, its officers as Stockholdersuch Shareholder's attorney, agent and proxy proxy, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act (by written consent or otherwise) with respect to the Owned Common Shares, to vote all the Owned Common such Shareholder's Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company (whether annual or special and in any action whether or not an adjourned or postponed meeting) or by written consent in lieu of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date any such meeting or (2) the Effective Time or (b) the date of termination of the Merger Agreementotherwise, on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER A SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF HIS OR HER SHARES IN BREACH OF THIS AGREEMENT. The Stockholder Each Shareholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Shareholder's Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2(the "Irrevocable Proxy"), and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholderor written consent executed (and if given or executed, except as required shall not be effective) by any letter Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of transmittal in connection with any Shareholder and the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant termination of the proxy contained herein. Such proxy Irrevocable Proxy and any obligation of the Shareholder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement in accordance with Section 5.1such Shareholder.

Irrevocable Proxy. The Stockholder Each party to this Agreement hereby irrevocably grants toconstitutes and appoints the President and Treasurer of the Company, and appoints, Parent and any designee of Parent and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to as the full extent proxies of the Stockholder's voting rights party with respect to the Owned Common Sharesmatters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all the Owned Common of such party’s Shares or grant a consent or approval, at any meeting in favor of the stockholders election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2 and 3, respectively, of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 5 hereof. Each party hereto hereby revokes any action by written consent and all previous proxies with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 5 hereof, purport to grant any other proxy or power of attorney with respect to any of the stockholders Shares, deposit any of the CompanyShares into a voting trust or enter into any agreement (other than this Agreement), until arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the earlier voting of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination any of the Merger AgreementShares, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained set forth herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The Stockholder Each party to this Agreement hereby irrevocably grants toconstitutes and appoints the President and Treasurer of the Company, and appoints, Parent and any designee of Parent and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to as the full extent proxies of the Stockholder's voting rights party with respect to the Owned Common Sharesmatters set forth herein (other than the matters set forth in Section 5), including without limitation, election of persons as members of the Board in accordance with Section 1 hereof and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all the Owned Common of such party’s Shares or grant a consent or approval, at any meeting in favor of the stockholders election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement (other than Section 5) and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 8 hereof. Each party hereto hereby revokes any action by written consent and all previous proxies with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 8 hereof, purport to grant any other proxy or power of attorney with respect to any of the stockholders Shares, deposit any of the CompanyShares into a voting trust or enter into any agreement (other than this Agreement), until arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the earlier voting of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination any of the Merger AgreementShares, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted matters set forth herein; provided, however, it is agreed and acknowledged that, pursuant to Section 5.12 each party to this Agreement is granting an irrevocable proxy to Accuray with respect to any the matters covered by set forth in Section 1.25 and that the irrevocable proxy granted pursuant to this Section 6.2 shall not cover the matters set forth in Section 5; and, provided, further, that if there is a conflict between the irrevocable proxy granted pursuant to Section 5.12 and no subsequent pursuant to this Section 6.2, the irrevocable proxy (whether revocable or irrevocable) or power of attorney granted pursuant to Section 5.12 shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1prevail.

Irrevocable Proxy. The Stockholder Solely with respect to the matters described in Section 1.1, Investor hereby irrevocably grants toappoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (or any nominee designated by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇) as Investor’s lawful agent, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent attorney and proxy with full power of substitution and resubstitution, for and in the name, place and stead of Investor, to the full extent of the Stockholder's Investor’s voting rights with respect to Investor’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Owned Common Shares, Delaware General Corporation Law) to vote all Investor’s Owned Shares solely on the Owned Common Shares or grant a consent or approvalmatters, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Companymanner, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.1, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESherewith. The Stockholder Company shall use its reasonable best efforts to cause ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to vote Investor’s Owned Shares on the matters, and in the manner, described in Section 1.1, and in accordance herewith. Investor hereby revokes all other any proxies and power of attorneys, with respect to all of the Owned Common Shares previously granted that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection would otherwise conflict with the Offer. The Stockholder proxy contemplated pursuant to this Section 1.2 and agrees to execute any further agreement agreement, form, notice or form other such requirement reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such Investor hereby acknowledges that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Securities Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Investor under the Securities Purchase Agreement. Investor hereby further acknowledges that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Investor hereby ratifies and confirms all things or acts that such irrevocable proxy may lawfully do or cause to be done by virtue hereof to the extent consistent with this Agreement. To the extent that Investor is the beneficial but not the record owner of any Owned Shares, Investor shall cause the record owner of any such Owned Shares to vote and grant a proxy with respect to Owned Shares in the same manner as described above. For the avoidance of doubt, no proxy shall automatically terminate upon be given pursuant to this Section 1.2 in respect of the valid termination Initial Shares (as defined in the Securities Purchase Agreement) acquired by Investor (or an affiliate thereof) as part of this Agreement the Initial Closing (as defined in accordance the Securities Purchase Agreement) with respect to the matter described in clause (i) of Section 5.11.1.

Irrevocable Proxy. The By execution of this Agreement, the Stockholder hereby irrevocably grants to, appoints and appoints, Parent constitutes Gamesys and any designee one or more director(s) or executive officer(s) of Parent Gamesys, and each of Parent's officersthem individually, as Stockholder's attorneyuntil the Expiration Time (at which time this proxy will automatically be revoked), agent and proxy with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the full fullest extent of the Stockholder's voting ’s rights with respect to the Owned Common SharesStockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote all each of the Owned Common Covered Shares or grant (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or approval, at any meeting of to vote the stockholders of the Company Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and in any action by written consent of the stockholders of the Company, coupled with an interest hereafter until the earlier of (a)(1) Expiration Time for all purposes and hereby revokes any proxy previously granted by the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESStockholder with respect to its Covered Shares. The Stockholder hereby revokes ratifies and confirms all other actions that the proxies and power appointed hereunder may lawfully do or cause to be done in furtherance of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by matter specified in this Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.12.4.

Irrevocable Proxy. The Stockholder By execution of this Agreement, each Securityholder and its Affiliates (if applicable) do hereby irrevocably grants to, and appoints, Parent unconditionally appoint and constitute DSSI or any designee of Parent and each of Parent's officersthereof, as Stockholder's attorneyuntil the Expiration Time (immediately after which time this proxy shall automatically be revoked), agent and proxy with full power of substitution and resubstitution, as such Securityholder’s or Affiliates’ (if applicable) true and lawful attorney-in-fact and irrevocable proxy, to the full fullest extent of the Stockholder's voting such Securityholder’s or Affiliates’ (if applicable) rights with respect to the Owned Common SharesSubject Securities owned beneficially or of record by such Securityholder or its respective Affiliates (if applicable), to vote (or consent pursuant to a written consent) and exercise all voting and related rights, sign or execute forms of proxy and/or such other deeds or documents (including under seal, if necessary or desirable) and to do such other acts and things as may be necessary (including, without limitation, the Owned Common Shares power to execute and deliver written consents) with respect to such Subject Securities owned or grant a consent held by the Shareholder regarding the matters referred to in such Subject Securities as set forth in Section 3. Each Securityholder and its Affiliates (if applicable) intend this proxy to be irrevocable and coupled with an interest until the Expiration Time (at which time this proxy shall automatically be revoked) for all purposes and hereby represents that any proxies heretofore given with respect to its Subject Securities, if any, are revocable and hereby revokes any proxy previously granted by each Securityholder and its Affiliates (if applicable) with respect to its Subject Securities. This proxy is granted in consideration of DSSI entering into the Merger Agreement. Each Securityholder and its Affiliates (if applicable) hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or approval, at cause to be done in accordance with this Agreement. At any meeting of the stockholders Securityholders of INSW (whether annual or special) to which Section 3 is applicable, each Securityholder shall (and shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the holder(s) of record of all of the Company and Subject Securities of such Securityholder or Affiliate (if applicable) on any applicable record date to, appear, in any action person or by written consent proxy, at each meeting or otherwise cause all of the stockholders Subject Securities of such Securityholder or Affiliate (if applicable) to be counted as present thereat for purposes of establishing a quorum. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the CompanySecurityholder granting such proxy agrees, until the earlier Expiration Time, to vote the Subject Securities of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement such Securityholder in accordance with Section 5.1the Required Votes. The parties hereto agree that the foregoing is a voting agreement. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Securityholder (including any transferee of any of the Subject Securities). Each Securityholder undertakes and agrees: (i) to indemnify the Attorney and against all actions, claims, demands, proceedings, costs, charges, expenses and other liabilities whatsoever which may be made against the Attorney or for which the Attorney may become liable by reason of acting pursuant to this power of attorney; and (ii) that the Attorney shall not be liable to the Securityholder for any loss or damage occurring as a result of any act or omission made by the Attorney by reason of acting pursuant to this power of attorney.

Irrevocable Proxy. The Stockholder hereby irrevocably grants toExecutive agrees that, and appointsin the event Executive shall fail to comply with the provisions of Section 5.1 hereof as determined by Parent in its sole discretion, Parent and such failure shall result, without any designee further action by Executive, in the irrevocable appointment of Parent and each of Parent's officers, as Stockholder's attorney, agent the attorney and proxy of Executive, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock and other securities, including the Owned Common Shares, the Option Shares and the Executive Shares, that Executive is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date such meeting or (2) the Effective Time or (b) the date of termination of the Merger Agreementotherwise, on the matters described and in the manner specified in Section 1.2 and in accordance therewith5.1. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW TO SUPPORT AN IRREVOCABLE PROXY AND("DGCL"). Executive hereby revokes, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWeffective upon the execution and delivery of the Merger Agreement by the parties thereto, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares, the Option Shares and the Executive Shares that Executive may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney (except in furtherance of Executive's obligations under Section 5.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder, except Executive with respect thereto so long as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement remains in accordance with Section 5.1effect.

Irrevocable Proxy. The Stockholder Each Pledgor hereby irrevocably grants torevokes all previous proxies ----------------- with regard to the Pledged Limited Liability Company Interests and, subject to any necessary prior approval of the FCC, appoints the Agent as its proxy-holder and attorney-in-fact to attend and vote at any and all meetings of the members of the Pledged Entities (whether or not such Pledged Limited Liability Company Interests are transferred into the name of the Agent), and appointsany adjournments thereof, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares held on or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) after the date of termination the giving of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant all written consents, waivers and ratifications of the Pledged Entities executed on or after the date of the giving of this proxy contained herein. Such proxy shall automatically terminate upon and prior to the valid termination of this Agreement proxy with the same effect as if such Pledgor had personally attended the meetings or had personally voted on its Limited Liability Company Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Agent as proxy-holder shall have rights hereunder -------- ------- only upon the occurrence and during the continuance of an Event of Default and subject to Section 14(j) hereof. Each Pledgor hereby authorizes the Agent to substitute another Person (which Person shall be a successor to the rights of the Agent hereunder, a nominee appointed by the Agent to serve as proxy-holder, or otherwise as approved by such Pledgor in accordance writing, such approval not to be unreasonably withheld) as the proxy-holder and, upon the occurrence or during the continuance of any Event of Default, hereby authorizes and directs the proxy-holder to file this proxy and the substitution instrument with Section 5.1the appropriate officer of the Pledged Entity. This proxy is coupled with an interest and is irrevocable until such time as no part of any Commitment remains outstanding and all Obligations have been indefeasibly paid in full.

Irrevocable Proxy. The Stockholder Each Borrower hereby irrevocably grants revokes all previous proxies (if any) with regard to the Pledged Equity and appoints Agent as its proxyholder and attorney in fact to, so long as such actions are performed in accordance with the applicable organizational documents and appointsapplicable law, Parent attend and vote at any and all meetings of the equity holders of the entities which issued the Pledged Equity (whether or not transferred into the name of Agent), and any designee of Parent and each of Parent's officersadjournments thereof, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares held on or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) after the date of termination the giving of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant all written consents, waivers and ratifications of the Securities holders of such entities executed on or after the date of the giving of this proxy contained hereinwith the same effect as if the Borrowers had personally attended the meetings or had personally voted its shares or had personally signed the written consents, waivers or ratification. Such proxy For the avoidance of doubt, the revocation of existing proxies (if any) shall automatically terminate not be effective until, and the appointment of Agent as proxyholder and attorney-in-fact shall not be effective until, the occurrence and during the continuance of an Event of Default. The Borrowers hereby authorize Agent to substitute another Person (which Person shall be a successor to the rights of Agent hereunder or a nominee appointed by Agent to serve as proxyholder) as the proxyholder and, upon the valid termination occurrence or during the continuance of any Event of Default, hereby authorize and direct the proxyholder to file this Agreement proxy and the substitution instrument with the secretary of the appropriate entity. This proxy is coupled with an interest and is irrevocable until the Secured Obligations have been paid in accordance with Section 5.1.full in cash

Irrevocable Proxy. The Stockholder Each party to this Agreement hereby irrevocably grants toconstitutes and appoints the Secretary of the Company, and appoints, Parent and any a designee of Parent the Selling Investors, and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to as the full extent proxies of the Stockholder's voting rights party with respect to the Owned Common Sharesmatters set forth herein, including without limitation, votes regarding any Company Sale pursuant to Section 8 hereof and election of persons as members of the Board in accordance with Section 9 hereto, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all the Owned Common Shares or grant a consent or approval, at any meeting of such party’s shares of capital stock of the stockholders Company in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement, or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 9.6 and 8, respectively, of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires as provided herein. Each party hereto hereby revokes any action by written consent and all previous proxies with respect to the shares of capital stock of the stockholders Company held by such party and shall not hereafter, unless and until this Agreement terminates or expires, purport to grant any other proxy or power of attorney with respect to any of the Company, until the earlier shares of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination capital stock of the Merger Company held by such party, deposit any of such shares into a voting trust or enter into any agreement (other than this Agreement), on arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the matters described voting of any of the such shares, in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained set forth herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The Stockholder Each of the BVF Entities hereby irrevocably grants toappoints as its proxy, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in their respective capacities as officers of the Company, and appointsany individual who shall hereafter succeed to any such officer of the Company, Parent and any designee of Parent and other Person designated in writing by the Company (collectively, the “Grantees”), each of Parent's officersthem individually, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote or execute written consents solely with respect to the Owned Common SharesSubject Shares in accordance with Section 3.1 hereof and, to vote all in the Owned Common Shares or grant a consent or approval, at any meeting discretion of the stockholders Grantees, with respect to any proposed adjournments of the Company and in any action by written consent annual or special meetings of the stockholders of the Company. This proxy is coupled with an interest and shall be irrevocable, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination and each of the Merger Agreement, on BVF Entities will take such further action or execute such other instruments as may be necessary to effectuate the matters described in Section 1.2 intent of this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, any proxy previously granted by any BVF Entity with respect to all of the Owned Common Subject Shares that would otherwise conflict with the proxy granted by this Section 3.2. The Company may have heretofore been appointed or granted terminate this proxy with respect to the Stockholder at any matters covered time at its sole election by Section 1.2written notice provided to the BVF Entities. Notwithstanding anything to the contrary in this Agreement, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy granted by this Section 3.2 shall automatically terminate and be of no further force and effect upon the valid termination of this Agreement in accordance with Section 5.14.2 hereof. Each BVF Entity hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Any BVF Entity that is not the record owner of the Subject Shares of which it is the Beneficial Owner shall use reasonable efforts to cause the record owner of such Subject Shares to execute and deliver an irrevocable proxy conforming to the provisions of this Section 3.2.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent thereof and each of Parent's ’s officers, as Stockholder's ’s attorney, agent and proxy (such grants and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to all of the Owned Common Shares, Shares that Stockholder has the right to so vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of the termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF THE SHARES IN BREACH OF THIS AGREEMENT. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.22.1, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by Stockholder with respect to any of the Stockholder, except as required matters covered by any letter of transmittal Section 2.1. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.2 is given in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant execution of the Merger Agreement, and that such irrevocable proxy contained herein. Such proxy shall automatically terminate upon is given to secure the valid termination performance of the duties of Stockholder under this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Each Stockholder hereby irrevocably grants torevokes, or has previously revoked, all prior proxies, voting agreements or powers-of-attorney given or entered into with respect to any of its Shares, and appoints, Parent hereby constitutes and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy appoints Company’s Chief Executive Officer (or his successor) with full power of substitution and resubstitutionsubstitution, to as the full extent proxy of the Stockholder's voting rights such party with respect to the Owned Common Shareselection of the Investor Designee to the Board in accordance with Article 2 hereof, and hereby authorizes Company’s Chief Executive Officer (or his successor) to represent and to vote, if and only if the party (a) fails to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the date terms of termination this Voting Agreement, all of such party’s Shares in favor of the Merger Agreement, on election of Investor Designee as a member of the matters described in Section 1.2 Board determined pursuant to and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESwith the terms and provisions of this Voting Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of Company and the parties in connection with the transactions contemplated by this Voting Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Voting Agreement terminates or expires pursuant to Article 5 hereof. Each Stockholder hereby revokes all shall not hereafter, unless and until this Voting Agreement terminates or expires pursuant to Section 5 hereof, purport to grant any other proxies and proxy or power of attorneysattorney with respect to any of such holder’s Shares, deposit any of such holder’s Shares into a voting trust or enter into any agreement (other than this Voting Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of such holder’s Shares, in each case, with respect to all any of the Owned Common matters set forth herein. Company’s Chief Executive Officer shall use his or her best efforts, within the requirements of applicable law, to vote such Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of for which he is the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of pursuant to this Agreement Section 4.2 in accordance with the provisions of Section 5.12.1 and the other provisions hereof, and to otherwise ensure that the rights granted to Investor under this Voting Agreement are effective and that Investor enjoys the benefits of this Voting Agreement.

Irrevocable Proxy. The (a) Stockholder hereby irrevocably grants to, and appoints, Parent, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇, or any of them in their respective capacities as officers of the Parent and any designee individual who shall hereafter succeed to any such office of the Parent and each of Parent's officersthem individually, as such Stockholder's proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all or cause to be voted the Owned Common Shares Securities, or grant a consent or approvalapproval in respect of the Securities, at in connection with any meeting of the stockholders of the Company and or at any adjournment or postponement thereof, (i) in any action by written consent favor of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination adoption of the Merger Agreement, on approval of the matters described Asset Purchase and the approval of other actions contemplated by the Merger Agreement, the Asset Purchase Documents and this Agreement and any actions required in Section 1.2 furtherance thereof and hereof; (ii) against any other Acquisition Proposal or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, the Asset Purchase Documents or this Agreement; and (iii) otherwise in accordance therewithand consistent with Section 5 hereof. (b) Stockholder represents that any proxies heretofore given in respect of the Existing Shares are not irrevocable, and that such proxies either have been or are hereby revoked. (c) Stockholder understands and acknowledges that the Parent and Merger Sub are entering into the Merger Agreement and the Asset Purchase Documents in reliance upon such Stockholder's execution and delivery of this Agreement. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of affirms that the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by irrevocable proxy set forth in this Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be 6 is given by the Stockholder, except as required by any letter of transmittal in connection with the Offerexecution of the Merger Agreement and the Asset Purchase Documents, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may not be revoked, except by amendment, modification or termination effected in accordance with Section 10(c) hereof. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of section 212(e) of Delaware General Corporation Law. The power and authority hereby conferred shall not be terminated by any act of Stockholder agrees or by operation of law, by the dissolution of (if such Stockholder is other than a natural person), by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all his/its heirs, representatives, executors, successors and/or assigns, as applicable. If after the execution of this Agreement Stockholder shall dissolve (if such Stockholder is other than a natural person), ceases to execute have appropriate power or authority, or if any further agreement other such event or form reasonably necessary events shall occur, Parent is nevertheless authorized and directed to vote the Securities in accordance with the terms of this Agreement as if such dissolution, if applicable, lack of appropriate power or appropriate to confirm authority or other event or events had not occurred and effectuate regardless of notice thereof. Notwithstanding any other provisions of this Agreement, the grant of the irrevocable proxy contained herein. Such proxy granted hereunder shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder Each Active Partner and Class C Limited Partner hereby irrevocably grants to, and appoints, Parent the General Partner as its exclusive proxy and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy -in-fact with full power of substitution and resubstitution, for and in the name, place and stead of such Partner, to the full extent of the Stockholder's such Partner’s voting and other rights with respect to all such Partner’s Units, which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of the Owned Common SharesAct, to vote all the Owned Common Shares or grant a consent or approvalvote, at any meeting of the stockholders of the Company and in any action by to execute written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, consents with respect to, all such Partner’s Units on any matter arising under this Agreement. Each Active Partner and Class C Limited Partner hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to all of be done by virtue hereof (the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, “Proxy”). Each Active Partner and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder Class C Limited Partner agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy Proxy contained herein. Such proxy The Proxy shall automatically terminate upon bind the valid termination heirs, successors and assigns of this Agreement the Active Partner and Class C Limited Partner. The General Partner agrees that it shall not take any action to exercise the Proxy granted by any Active Partner unless and until the earlier of (i) the Termination Date with respect to such Active Partner or (ii) any purported Transfer of any Units or rights with respect thereto by such Active Partner (whether voluntary or involuntary, including pursuant to Death, Incapacity or divorce) unless such Transfer has been approved by the General Partner and the Assignee has been admitted as a Substitute Partner in accordance with Section 5.1this Agreement. The General Partner agrees that it shall not take any action to exercise the Proxy granted by any Class C Limited Partner unless and until any purported Transfer of any Units or rights with respect thereto by such Class C Limited Partner (whether voluntary or involuntary, including pursuant to Death, Incapacity or divorce) has been approved by the General Partner and the Assignee has been admitted as a Substitute Partner in accordance with this Agreement.

Irrevocable Proxy. (a) The Stockholder Investor hereby irrevocably grants toconstitutes and appoints the duly-appointed Secretary of the Company from time to time (the “Proxy Holder”) as the sole and exclusive proxy for the Investor, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution substitution, resubstitution and resubstitutionrevocation, to the full extent attend all meetings of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until to cast all votes that the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, undersigned is entitled to cast with respect to the Excess Securities, and to otherwise represent the undersigned with respect to the Excess Securities with all powers that the undersigned would have if personally present at any meeting of stockholders of the Owned Common Shares Company, in each case, in a manner that may have heretofore been appointed is proportionate to the manner in which all holders of shares of voting securities vote in respect of any given matter (other than those shares of voting securities held by the Investor or any of its Affiliates). The Investor irrevocably appoints the Proxy Holder, with full power of substitution, appointment and revocation, in its name, place and stead, as the undersigned’s true and lawful representative, attorney-in-fact and agent, to make, execute, sign, acknowledge, verify, swear to and deliver any consent of stockholders of the Company with respect to the Excess Securities and to do and perform each and every act and thing as fully as the undersigned might or could do as a holder of the Excess Securities, in each case, in a manner that is proportionate to the manner in which all holders of shares of voting securities vote in respect of any given matter (other than those shares of voting securities held by the Investor or any of its Affiliates). This proxy and power-of-attorney are expressly limited to the Excess Shares, and no rights are granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by shares other than the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Excess Shares.

Irrevocable Proxy. The Stockholder (a) As security for the Investor’s and the Warrantor’s obligations under Section 2.1 and the obligations under Section 2.1 of each Person who executes and delivers to the Company a Joinder Agreement or a Pledgee Comfort Letter, as applicable and as provided herein, each of the Investor, the Warrantor and each Person who executes and delivers to the Company a Joinder Agreement or a Pledgee Comfort Letter, as applicable and as provided herein hereby irrevocably grants to, constitutes and appoints, Parent and any designee of Parent and each of Parent's officers, appoints the Company as Stockholder's attorney, agent its attorney and proxy in accordance with the Delaware General Corporation Law (“DGCL”), with full power of substitution and resubstitutionre-substitution, to the full extent cause all shares of Common Stock Beneficially Owned by it and its Affiliates, regardless of whether such ownership is direct or indirect, to be counted as present at any Company Stockholders’ Meeting, to vote all shares of Common Stock Beneficially Owned by it and its Affiliates at any Company Stockholders’ Meeting, and to execute consents in respect of all shares of Common Stock Beneficially Owned by it and its Affiliates as, and solely in respect of the Stockholder's voting rights matters, provided in Sections 2.1(b)(ii)(x), 2.1(b)(ii)(y) and 2.1(b)(ii)(z). The Investor, the Warrantor and each Person who executes and delivers to the Company a Joinder Agreement or a Pledgee Comfort Letter, as applicable and as provided herein hereby revoke all other proxies and powers of attorney with respect to the shares of Common Stock Beneficially Owned by it and its Affiliates that it or they may have heretofore appointed or granted, and represents that any proxies heretofore given in respect of all shares of Common SharesStock Beneficially Owned by it or its Affiliates, to vote all the Owned Common Shares or grant a consent or approvalif any, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or are revocable. (b) the date of termination Each of the Merger Investor, the Warrantor and each Person who executes and delivers to the Company a Joinder Agreement or a Pledgee Comfort Letter, as applicable and as provided herein hereby affirms that the irrevocable proxy set forth in this Section 2.2 is coupled with an interest and shall remain in effect for the duration of this Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholderand, except as required by any letter of transmittal set forth in connection this Section 2.2, is intended to be irrevocable in accordance with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant provisions of Section 212 of the DGCL. If for any reason the proxy contained herein. Such proxy shall automatically terminate upon granted herein is not irrevocable, then the valid termination Investor, the Warrantor and each Person who executes and delivers to the Company a Joinder Agreement or a Pledgee Comfort Letter, as applicable and as provided herein agree to vote (and to cause to be voted) all shares of this Agreement Common Stock Beneficially Owned by it and its Affiliates in accordance with Section 5.12.1 above. (c) This irrevocable proxy shall not be terminated by any act of the Investor, of the Warrantor or of each person who executes and delivers to the Company a Joinder Agreement or a Pledgee Comfort Letter, as applicable and as provided herein or by operation of Law, except that this irrevocable proxy shall terminate upon the occurrence of a Voting Obligation Termination Event.

Irrevocable Proxy. The Stockholder hereby revokes any and all previous proxies granted by Stockholder with respect to Company Shares owned (whether beneficially or of record) by it as of the date of this Agreement. In the event, but only in the event, that Stockholder fails to comply with any of its obligations set forth in Section 1.01 with respect to the Required Votes (and Stockholder shall give prompt written notice of such failure in accordance with Section 5.04 and, in any event, before the closing of the voting at the Stockholder Meeting with sufficient time to allow Acquiror to exercise its rights under this Section 1.03), then Stockholder hereby irrevocably grants to, and appoints, Parent Acquiror and any designee of Parent and each of Parent's officers, Acquiror (determined in Acquiror’s sole discretion) as Stockholder's ’s attorney-in-fact and proxy, agent and proxy with full power of substitution and resubstitution, to the full extent of the for and in Stockholder's voting rights with respect to the Owned Common Shares’s name, to vote all the Owned Common Shares vote, or grant a consent cause to be voted (including by proxy or approvalwritten consent, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, if applicable) (until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.15.03) any Company Shares owned (whether beneficially or of record) by Stockholder solely to the extent, and in the manner, expressly set forth with respect to the Required Votes in Section 1.01. The proxy granted by Stockholder pursuant to this Section 1.03, if it becomes effective, and except upon the termination of this Agreement in accordance with Section 5.03, is irrevocable and is granted in consideration of the Acquiror entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. Stockholder hereby affirms that such irrevocable proxy, if it becomes effective, is coupled with an interest by reason of the Merger Agreement and, except upon the termination of this Agreement in accordance with Section 5.03, is intended to be irrevocable. Stockholder agrees, subject to this Section 1.03 and unless and until this Agreement is terminated in accordance with Section 5.03, to vote its Company Shares (including any New Company Shares) in accordance with Section 1.01(a) through Section 1.01(e) above. The parties agree that the foregoing is a voting agreement.

Irrevocable Proxy. The Stockholder hereby irrevocably grants toagrees that, and appointsin the event Stockholder shall fail to comply with the provisions of Section 5.1 hereof as determined by Parent in its sole discretion, Parent and such failure shall result, without any designee further action by Stockholder, in the irrevocable appointment of Parent and each of Parent's officers, as Stockholder's attorney, agent the attorney and proxy of Stockholder, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock and other securities, including the Owned Common Shares and the Stockholder Shares, that Stockholder is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date such meeting or (2) the Effective Time or (b) the date of termination of the Merger Agreementotherwise, on the matters described and in the manner specified in Section 1.2 and in accordance therewith5.1. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES("DGCL"). The Stockholder hereby revokes revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares and the Stockholder Shares that Stockholder may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney (except in furtherance of Stockholder's obligations under Section 5.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder, except Stockholder with respect thereto so long as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement remains in accordance with Section 5.1effect.

Irrevocable Proxy. The Stockholder (a) Solely in the event of a failure by either Shareholder to act in accordance with such Shareholder’s obligations as to voting pursuant to Section 3, prior to the termination of this Agreement and without in any way limiting any Shareholder’s right to vote the Shares in its sole discretion on any other matters that may be submitted to a shareholder vote, consent or other approval, each Shareholder hereby irrevocably grants toa proxy appointing the Company as such Shareholder’s attorney-in-fact and proxy, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution substitution, for and resubstitutionin such Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in the full extent of manner contemplated by Section 3 above as the Stockholder's voting rights Company or its proxy or substitute shall, in the Company’s sole discretion, deem proper with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or . (b) Each Shareholder hereby represents that any proxies heretofore given in respect of the date of termination Shares, if any, are revocable, and hereby revokes such proxies. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest in consideration of the Company entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses and, except as set forth in this Section 5 or in Section 12 hereof, is intended to be irrevocable in accordance with the Company’s bye-laws. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Shareholder agrees that it shall vote its Shares in accordance with Section 3 above as instructed by the Company in writing. (d) The Company hereby acknowledges and agrees that the proxy set forth in this Section 5 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 3 above and the matters Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES3. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by proxy set forth in this Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney 5 shall be given by the Stockholderrevoked, except as required by any letter terminated and of transmittal in connection with the Offer. The Stockholder agrees to execute any no further agreement force or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall effect automatically terminate without further action upon the valid termination of this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder Each Shareholder, intending to create an irrevocable proxy under Ind. Code § 23-1-30-3(e), hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, the Contributor as Stockholder's its attorney, agent -in-fact and proxy with full power of substitution and resubstitutionresubstitution for and in the name, place and stead of Shareholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Owned Shares in accordance with the Required Votes, to the full extent of the Stockholder's such Shareholder’s voting rights with respect to such Shareholder’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, but for the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting avoidance of the stockholders of the Company doubt shall be deemed terminated and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted released with respect to any matters covered by shares sold or transferred on or after the date hereof in compliance with Section 1.24.7). Shareholder hereby represents that any proxies heretofore given in respect of the Owned Shares, if any, are revocable and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholderhereby revokes such proxies. Upon Contributor’s reasonable request, except as required by any letter of transmittal in connection with the Offer. The Stockholder each Shareholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such herein and if, for any reason, the proxy shall automatically terminate upon granted herein is not irrevocable, then Shareholder agrees, until the valid termination of this Agreement in accordance with Section 5.1, to vote the Owned Shares in accordance with the Required Vote as instructed by Contributor in writing. The proxy granted by each Shareholder in this Section 1.2 shall remain valid until the earlier of (i) the time that the Company Shareholder Approval Threshold has been obtained with respect to all Company Shareholder Approval Matters or (ii) the termination of this Agreement in accordance with Section 5.1, immediately upon which each such proxy shall automatically terminate without any further action required by any person. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Exchange Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable. The parties agree that the foregoing is a voting agreement.

Irrevocable Proxy. The Stockholder Each Restricted Shareholder hereby irrevocably grants to, constitutes and appoints, Parent and any designee of Parent and appoints each of Parent's officersthe President, as Stockholder's attorneyChief Financial Officer and Chief Legal Officer, agent and proxy with full power of substitution and resubstitutionto act independently of each other, as the proxies of the Restricted Shareholder to vote all shares of Restricted Securities and Non-Restricted Securities held by the Restricted Shareholder in a manner consistent with the recommendations of management. The proxy granted pursuant to the full extent immediately preceding sentence is given in consideration of the Stockholder's voting rights agreements and covenants of the Company and Restricted Shareholders in connection with the transactions contemplated by this Agreement and the Asset Purchase Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires or such proxy terminates pursuant to the terms of this Agreement. Each Restricted Shareholder hereby revokes any and all previous proxies with respect to the Owned Common SharesRestricted Shares or Non-Restricted Shares and shall not hereafter, unless and until this Agreement terminates or expires, purport to grant any other proxy or power of attorney with respect to any of the Restricted Securities or Non-Restricted Securities, deposit any of the Restricted Securities or Non-Restricted Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote all vote, grant any proxy or give instruc­tions with respect to the Owned Common Shares or grant a consent or approval, at voting of any meeting of the stockholders of the Company and Restricted Securities or Non-Restricted Securities, in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offerset forth herein. The Stockholder agrees rights conferred under this Article V shall in no way serve, in and of themselves, to execute restrict the rights of any further agreement or form reasonably necessary or appropriate holder to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1transfer Covered Securities.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's ’s officers, as Stockholder's ’s attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's Stockholders’ voting rights with respect to the Owned Common Shares and the Restricted Shares, to vote all the Owned Common Shares and the Restricted Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date acceptance of Shares pursuant to the Offer or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.2, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN AND IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares and the Restricted Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The (a) Stockholder hereby irrevocably grants to(to the fullest extent permitted by Section 212 of the Delaware General Corporation Law) appoints TPT, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and appoints▇▇▇▇▇ ▇▇▇▇▇▇▇, Parent and any designee of Parent and each of Parent's officersthem, acting individually, as the sole and exclusive attorneys and proxies of Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein (to the full fullest extent of that Stockholder is entitled to do so) in accordance with Section 1(a), prior to the Stockholder's voting rights Termination Date, with respect to (i) the Owned outstanding shares of Raptor Common SharesStock owned of record by Stockholder as of the date of this Agreement and (ii) any and all other shares of Raptor Common Stock which Stockholder may acquire on or after the date hereof. Upon Stockholder’s execution of this Agreement, any and all prior proxies given by Stockholder with respect to vote all any of its shares of Raptor Common Stock are hereby revoked and Stockholder agrees not to grant any subsequent proxies with respect to its shares of Raptor Common Stock at any time prior to the Owned Common Shares or grant a consent or approvalTermination Date. (b) The proxy granted pursuant to this Section 2 (the “Proxy”) is irrevocable (to the extent permitted by Section 212 of the Delaware General Corporation Law), is coupled with an interest, and is granted in consideration of TPT entering into the Merger Agreement. (c) TPT, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, the attorneys and proxies named above, and each of them, acting individually, are hereby authorized and empowered by Stockholder, at any meeting time prior to the Termination Date, to act as Stockholder’s attorney and proxy to vote Stockholder’s Raptor Common Stock, and to exercise all voting and other rights of Stockholder with respect to Stockholder’s Raptor Common Stock (including, without limitation, the power to execute and deliver written consents pursuant to Section 228 of the stockholders Delaware General Corporation Law), at every Stockholder Meeting and in every written consent in lieu of such meeting: (i) in favor of the Company Merger, the execution and delivery by Raptor of the Merger Agreement and the adoption of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action by written consent in furtherance of any of the stockholders foregoing, (ii) against any action or agreement that would result in a breach of the Companyany representation, until the earlier warranty, covenant or obligation of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of Raptor under the Merger Agreement, on (iii) against any proposal for any Acquisition Transaction, other than the matters described Merger, between Raptor and any Person other than TPT or Merger Sub and (iv) against any change in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all a majority of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy board of directors of Raptor. (whether revocable or irrevocabled) or power of attorney The Proxy shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate binding upon the valid termination heirs, estate, executors, personal representatives, successors and assigns of this Agreement in accordance with Section 5.1Stockholder (including any transferee of any of Stockholder’s shares of Raptor Common Stock).

Irrevocable Proxy. The Stockholder At all times prior to the Termination Date, (a) Shareholder hereby irrevocably grants to, and appoints, Parent to the Company (and any designee of Parent the Company) a proxy (and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to appoints the full extent Company or any such designee of the Stockholder's Company as its attorney-in-fact) to appear, cause to be counted, vote, and to exercise all voting and consent rights of Shareholder with respect to, the Covered Shares (including, without limitation, the power to the Owned Common Sharesexecute and deliver written consents) in accordance with, to vote all the Owned Common Shares or grant a consent or approvaland solely with respect to, Subsection 1(a)(i) at any meeting of the stockholders shareholders of the Company (whether annual, special or otherwise and whether or not an adjourned or postponed meeting) at which any of the transactions, actions or proposals contemplated by Subsection 1(a)(i) are or will be considered and in any action by every written consent in lieu of such meeting and (b) such proxy and appointment shall (i) be irrevocable in accordance with the provisions of Bermuda law, (ii) be coupled with an interest, and (iii) survive the dissolution, bankruptcy or other incapacity of Shareholder; provided, that Shareholder’s grant of the stockholders proxy contemplated by this Section 24 shall be effective if, and only if, Shareholder has not delivered to the Company at least five (5) Business Days prior to the meeting at which any of the matters described in Subsection 1(a)(i) are to be considered, or within five (5) Business Days after any request for a written consent in lieu of such meeting addressing any of the matters described in Subsection 1(a)(i), a duly executed proxy card directing that all of the Covered Shares of Shareholder be voted in accordance with Subsection 1(a)(i); provided, further, that any grant of such proxy shall not grant the Company (or any designee of the Company, until the earlier of (a)(1) the Acceptance Date or (2) right, and Shareholder shall retain the Effective Time or (b) authority, to vote on all other matters, including those matters contemplated by Subsection 1(a)(ii). Shareholder hereby represents that any proxies heretofore given in respect of any of the date of termination Covered Shares, if any, are revocable, and hereby revokes all such proxies, and that Shareholder agrees not to grant any subsequent proxies with respect to any Covered Shares at any time prior to the Termination Date, except to comply with its obligations under Section 1. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 24, if it becomes effective, is given in connection with the execution of the Merger Agreement, on and that such irrevocable proxy is given to secure the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all performance of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power duties of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of Shareholder under this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent thereof and each of Parent's officers, as Stockholder's attorney, agent and proxy (such grants and appointment, the "Irrevocable Proxy"), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to all of the Owned Common Shares, Shares that Stockholder has the right to so vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of the termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF THE SHARES IN BREACH OF THIS AGREEMENT. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.22.1, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by Stockholder with respect to any of the Stockholder, except as required matters covered by any letter of transmittal Section 2.1. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.2 is given in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant execution of the Merger Agreement, and that such irrevocable proxy contained herein. Such proxy shall automatically terminate upon is given to secure the valid termination performance of the duties of Stockholder under this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The (a) Upon a failure by a member of the Trian Group to comply with its obligations under Section 3.4 of this Agreement with respect to a specific Stockholder Consent at least 24 hours prior to the applicable meeting date or effective date, as the case may be, then such member of the Trian Group hereby irrevocably grants toconstitutes and appoints the Company’s CEO, CFO, General Counsel or such other person so designated by the Board of Directors of the Company (the “Board”) from time to time, upon the terms and appoints, Parent and any designee of Parent and each of Parent's officersconditions set forth herein, as Stockholder's attorney, agent its attorney and proxy in accordance with the DGCL, with full power of substitution and resubstitutionre-substitution, to cause the full extent Subject Shares that are subject to Section 3.4(a) that it holds of record to be counted as present at any Stockholders’ Meeting where such Stockholders’ Consent is being sought (but without any obligation to vote any other Subject Shares) and to vote the Stockholder's voting rights Additional Shares (but without any obligation to vote any other Subject Shares) at any such Stockholders’ Meeting with respect to the Owned Common Sharesa specific Stockholder Consent, and to vote all the Owned Common Shares or grant a consent or approval, at execute any meeting such specific Stockholders’ Consent presented to such member of the stockholders Trian Group in respect of the Company and in Additional Shares (but without any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted obligation with respect to any matters covered by other Subject Shares), as and to the extent provided in clause (x) of Section 1.2, and no subsequent 3.4(b) of this Agreement. The powers granted in this Section 3.5 shall also entitle the Company to give instructions with respect to such specific Stockholders’ Consent to any nominee through whom the Trian Group may hold Subject Shares that are subject to the provisions of Section 3.4 of this Agreement. The Trian Group shall from time to time provide the Company with any nominee information that the Company may require to exercise its rights hereunder. (b) Each member of the Trian Group affirms that its proxy (whether revocable or irrevocable) or power granted in this Section 3.5 is given to secure the performance of attorney shall be given by its duties under Section 3.4 of this Agreement. Each member of the StockholderTrian Group further affirms that its proxy is coupled with an interest and, except as required by any letter set forth in this Agreement, is intended to be irrevocable with respect to each applicable specific Stockholders’ Consent. (c) The provisions of transmittal in connection with Section 3.4 and the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant proxy granted under this Section 3.5 shall bind members of the proxy contained hereinTrian Group and shall immediately terminate and be of no further force or effect with respect to any Subject Shares or Additional Shares, as the case may be, that are transferred to a Person that is not a member of the Trian Group, provided that such transfer did not violate the terms of this Agreement. Such proxy shall automatically terminate upon Prior to the valid termination of this Agreement Agreement, the proxy granted in accordance Section 3.5 (a) shall not be terminated prior to the adjournment of the applicable Stockholders’ Meeting by any action of a member of the Trian Group or by operation of law, whether by the dissolution or entrance into bankruptcy or foreclosure of any member of the Trian Group or by the occurrence of any other event or events, it being understood that actions taken by the Company hereunder shall be and remain valid as if such dissolution, entry into bankruptcy or foreclosure or other event or events had not occurred, regardless of whether the Company has received notice of the same; provided, however, that the proxy granted under this Section 3.5 and, for the avoidance of doubt, the provisions of Section 3.4, shall in any event terminate and be of no further force or effect with Section 5.1respect to any Pledged Shares that are foreclosed upon pursuant to the Pledge Agreement.

Irrevocable Proxy. The Stockholder hereby (a) From the date of this Agreement until the Voting Expiration Date, each Shareholder irrevocably grants to, and appoints, Parent and appoints the Company or any designee of Parent and each of Parent's officers, Person or Persons designated by the Company as Stockholder's its attorney, agent -in-fact and proxy with full power of substitution and resubstitutionre-substitution, to the full extent of the Stockholder's Shareholder’s voting rights with respect to all of such Shareholder’s Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the Owned Common Sharesdeath, to vote all the Owned Common Shares incapacity, mental illness or grant a consent or approvalinsanity of Shareholder) and which appointment is coupled with an interest, at any meeting including for purposes of Section 23B.07.220(4) of the stockholders WBCA) to (i) vote (or issue instructions to the record holder to vote) and (ii) execute (or issue instructions to the record holder to execute) written consents with respect to, all of such Shareholder’s Subject Shares in accordance with the provisions of Section 2; provided that each Shareholder’s grant of the Company proxy contemplated by this Section 3(a) shall be effective if, and in any action by written consent of only if, a Shareholder fails to deliver (or cause the stockholders record holder to deliver) to the Secretary of the Company, until the earlier of (a)(1) the Acceptance Date or at least two (2) Business Days prior to the Effective Time applicable meeting or (b) deadline for action by written consent, as applicable, a duly executed irrevocable proxy card or written consent, as applicable, directing that such Shareholder’s Subject Shares be voted in accordance with Section 2. This proxy, if it becomes effective, is coupled with an interest, was given to secure the date obligations of termination each Shareholder under Section 2, was given in consideration of and as an additional inducement of the Company to enter into the Merger AgreementAgreement and, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all Section 23B.07.220(4) of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2WBCA, shall be irrevocable, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder each Shareholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such herein and hereby revokes any proxy previously granted by such Shareholder with respect to the Subject Shares. (b) The irrevocable proxy and power of attorney granted by each Shareholder in this Section 3 shall automatically terminate not be terminated by any act of such Shareholder or other Shareholders, by operation of Law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with its terms, at which time such proxy shall automatically terminate, or pursuant to the last sentence of this Section 5.13(b). The irrevocable proxy and power of attorney granted by each Shareholder in this Section 3 and such Shareholder’s other obligations under this Agreement shall be binding upon such Shareholder’s heirs, successors, legal representatives and permitted assigns. The Company may terminate this proxy with respect to a Shareholder at any time at its sole election by written notice provided to such Shareholder.

Irrevocable Proxy. The (a) Each Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, ’s officers as such Stockholder's ’s attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the such Stockholder's ’s voting rights with respect to the Owned Common Voting Shares, to vote all the Owned Common Voting Shares or grant a consent or approval, approval at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, Company on the matters described in Section 1.2 1.2, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE UNTIL THE TERMINATION OF THIS AGREEMENT AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The . (b) Each Stockholder hereby revokes all other proxies and power powers of attorneysattorney, with respect to all of the Owned Common Voting Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the StockholderStockholders, except as required by any letter of transmittal in connection with the Offer. The . (c) Each Stockholder agrees to shall execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such . (d) Any such proxy or power of attorney granted pursuant to this Section 1.3 shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1. (e) Notwithstanding the foregoing, each Stockholder shall retain at all times the right to vote such Stockholder’s Voting Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 1.2 that are at any time or from time to time presented for consideration to the Company’s stockholders generally.

Irrevocable Proxy. The (i) In furtherance of the agreements contained in Section 3 of this Agreement, each Stockholder Party hereby irrevocably grants to, and appoints, Parent Nortel and J.▇. ▇▇▇▇, Vice Chairman and Chief Executive Officer of Nortel, F.▇. ▇▇▇▇, Senior Vice President and Chief Financial Officer of Nortel, and W.▇. ▇▇▇▇, Senior Vice President, Finance and Business Development, of Nortel, in their respective capacities as officers of Nortel, and any designee individual who shall hereafter succeed to any such office of Parent Nortel, and each of Parentthem individually, such Stockholder Party's officers, as Stockholder's proxy and attorney, agent and proxy -if-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common Sharessuch Stockholder Party, to vote all the Voting Shares Beneficially Owned Common Shares by such Stockholder Party, or grant a consent or approvalapproval in respect of such Voting Shares, at any meeting or execute and deliver a proxy to vote such Voting Shares, (x) subject to the proviso set forth in clause (i) of the stockholders first paragraph of the Company and Section 3, in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination favor of the Merger Agreementand the Merger Agreement and approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (y) against any Alternative Transaction or any other matter referred to in clause (ii) of the first sentence of Section 3 hereof. (ii) Each Stockholder Party represents and warrants to Nortel that any proxies heretofore given in respect of his Voting Shares are not irrevocable, on and hereby revokes any such proxies. (iii) Each Stockholder Party hereby affirms that the matters described irrevocable proxy set forth in this Section 1.2 6 is given in connection with, and in consideration of, the execution of the Merger Agreement by Nortel and Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Party under this Agreement. Each Stockholder Party hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such Stockholder Party hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESwith the provisions of Section 218 of the Delaware General Corporation Law. The Stockholder hereby revokes all other proxies and power of attorneys, proxy granted in this Section 6 shall remain valid until terminated pursuant to Section 10 hereof or until earlier terminated with respect to all shares of the Owned Common Shares Stock that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement are Transferred in accordance with Section 5.1this Agreement.

Irrevocable Proxy. The 4.1 By execution of this Agreement, the Stockholder does hereby irrevocably grants toappoint and constitute the Buyer, and appointsany one or more other individuals designated by the Buyer, Parent and any designee of Parent and each of Parent's officersthem individually, as Stockholder's attorneyuntil the Expiration Date (at which time this proxy shall automatically be revoked), agent and proxy with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the full fullest extent of the Stockholder's voting ’s rights with respect to the Owned Common SharesSubject Securities owned beneficially or of record by the Stockholder, to vote all or cause to be voted (including by proxy or written consent, if applicable) such Subject Securities solely with respect to the Owned Common Shares or matters set forth in Section 3.1 hereof; provided, however, that the Stockholder’s grant a consent or approval, at any meeting of the stockholders proxy contemplated by this Section 4 shall be effective if, and only if, (A) the Stockholder has not delivered to the Secretary of the Company a duly executed irrevocable proxy in form and substance reasonably acceptable to Buyer directing that the Subject Securities be voted in accordance with Section 3.1 at least ten (10) Business Days prior to the meeting at which any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 3.1 is to be considered or (B) the Stockholder attempts to vote or consent in a manner inconsistent with the provisions of Section 3.1. The Stockholder shall retain the authority to vote its Subject Securities in its discretion on all other matters. The Stockholder intends this proxy to be irrevocable and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHAREScoupled with an interest hereafter until the Expiration Date (at which time this proxy shall automatically be revoked) for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Subject Securities. The Stockholder hereby revokes ratifies and confirms all other actions that the proxies appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. 4.2 The proxy granted pursuant to Section 4.1 to Buyer by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and power shall revoke any and all prior proxies or powers of attorneys, with respect to all of attorney granted by the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, Stockholder and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder, except as required by any letter of transmittal in connection Stockholder with the Offerrespect thereto. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy that may be granted hereunder shall automatically terminate upon the valid termination of this Agreement, and any obligation of each Stockholder under this Agreement in accordance with Section 5.1shall be binding upon the successors of the Stockholder.

Irrevocable Proxy. The Stockholder Grantors hereby irrevocably grants tojointly and severally revoke all previous proxies with regard to the Pledged Securities and appoints Administrative Agent for the benefit of Secured Party as its proxyholder to attend and vote at any and all meetings of the shareholders (or other equity holders, as applicable) of the corporations (or other entities, as applicable) which issued the Pledged Securities, and appointsany adjournments thereof, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares held on or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) after the date of the giving of this proxy and prior to the termination of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement and all written consents of shareholders (or form reasonably necessary other equity holders, as applicable) of such corporations (or appropriate to confirm and effectuate other entities, as applicable) executed on or after the grant date of the giving of this proxy contained herein. Such proxy shall automatically terminate upon and prior to the valid termination of this Agreement proxy, with the same effect as if each Grantor had personally attended the meetings or had personally voted its shares (or other equity interests, as applicable) or had personally signed the written consents; provided, however, that the proxyholder shall have rights hereunder only upon the occurrence and during the continuance of a Default or Event of Default under the Loan Agreement. Grantors hereby jointly and severally authorize Administrative Agent to substitute another Person as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary or other appropriate officer of the appropriate corporation or other entity as applicable. This proxy is coupled with an interest and is irrevocable until such time as no commitment to extend credit to Grantors remains outstanding from the Lenders and until such time as all Obligations have been paid and performed in accordance with Section 5.1full.

Irrevocable Proxy. The Stockholder (a) By execution of this Undertaking, Shareholder does hereby irrevocably grants toappoint Company, and appointsor any duly authorized agent thereof, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full fullest extent of the Stockholder's voting Shareholder’s rights with respect to each Voting Security owned by it or over which it has voting control, solely with respect to any matter that the Owned Common Shares, Shareholder is required to vote all on in accordance with ‎Section 3.1(a) hereof, and for which matters such Shareholder is not required to provide a declaration of a personal interest and/or affiliation with a controlling shareholder as defined in, and in accordance with, the Owned Common Shares Israeli Companies Law, if the Shareholder is unable or grant a consent unwilling to perform his, her or approval, at any meeting its obligations under this Undertaking (the “Proxy”). Shareholder intends this Proxy to be irrevocable and coupled with an interest hereunder until the end of the stockholders term of this Undertaking (as set forth in ‎Section 5.3 hereof). (b) Without prejudice to that which is set forth in Section 4.7 to the Company Deposit Agreement dated November 25, 2015 by and in any action by written consent of amongst the stockholders of Depositary, the Company, until and owners and holders of ADSs, as amended, and as may be amended in the earlier of future, the Shareholder hereby expressly and irrevocably revokes any, (a)(1i) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or previously granted with respect to any matters covered each Voting Security owned by Section 1.2it or over which it has voting control and represents that none of such previously-granted proxies are irrevocable, and no subsequent proxy and/or, (whether revocable or irrevocableii) or power of attorney shall be given by until the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant end of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination term of this Agreement Undertaking (as set forth in ‎Section 5.3 hereof), any proxies it may grant with respect to each Voting Security owned by it or over which it has voting control which are not in accordance with Section 5.1the terms and conditions of this Undertaking and any such proxies shall be deemed void ab initio, and to any such extent as such may not be deemed void ab initio under any applicable legal doctrine, such shall nonetheless be deemed superseded and replaced by the Proxy, which shall be deemed to have been issued later than any other such proxy.

Irrevocable Proxy. The Stockholder hereby Participant represents that from time to time it may be a Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) of Shares. To the extent that it is a Beneficial Owner of Shares, the Participant agrees to irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, appoint Distributor as Stockholder's attorney, its agent and proxy with full authorization and power to vote (or abstain from voting) its beneficially or legally owned Shares of the Fund which the Participant has not rehypothecated and which the Participant is or may be entitled to vote at any meeting of shareholders of the Fund held after the date this Agreement is executed whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. The Distributor shall mirror vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the votes (or abstentions) of all other shareholders of the applicable Fund on any matter, question or resolution submitted to the vote of shareholders of the Fund. The Distributor, as agent and proxy for Participant under this Section 1(f), (i) is hereby given full power of substitution and resubstitutionrevocation; (ii) may act through such agents, nominees, or substitute attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or attorneys in any lawful manner deemed appropriate by it, including in writing, by telephone, facsimile, electronically (including through the Internet) or otherwise. The Distributor shall serve as an irrevocable attorney and proxy for the Participant under this Section for so long (and only so long) as this Agreement remains in effect. In the event applicable law prevents the assignment of the irrevocable proxy, or deems such proxy to expire due to the full extent passage of time, the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder Participant hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute and deliver such additional documentation as may be necessary to cause the Distributor to serve as its attorney and proxy for the purposes discussed in this Agreement. The Distributor shall promptly notify the Participant if the Distributor ceases to act as Distributor to any further agreement Fund or form reasonably necessary or appropriate to confirm the Trust, as applicable, and effectuate the grant of the proxy contained herein. Such this irrevocable proxy shall automatically terminate. The Distributor may terminate upon this irrevocable proxy within sixty (60) days written notice to the valid Participant and termination of this Agreement irrevocable proxy by itself shall not serve to terminate this Agreement. The powers of attorney and proxy as set forth in accordance with this Section 5.11(f) shall include (without limiting the other powers hereunder) the power to receive and waive any notice of any meeting on behalf of the undersigned.

Irrevocable Proxy. The Stockholder hereby If any part of the Collateral is capital stock or other voting securities, the Borrower irrevocably grants toconstitutes and appoints the Bank, and appoints, Parent and any designee whether or not the Collateral has been transferred into the name of Parent and each of Parent's officersthe Bank or its nominee, as Stockholder's attorney, agent and the Borrower’s proxy with full power: (a) to attend all meetings of stockholders or members of each issuer (each, an “Issuer”) of such capital stock or securities held after the date of this Agreement and to vote the Collateral at those meetings in such manner as the Bank shall in its sole discretion deem appropriate, including, without limitation, in favor of liquidation of any Issuer; (b) to consent in the sole discretion of the Bank to any action by or concerning any Issuer for which the consent of the stockholders or members of the Issuer is or may be necessary or appropriate; and (c) without limitation to do all things which the Borrower could do as a stockholder or member of any Issuer, giving to the Bank full power of substitution and resubstitutionrevocation. Notwithstanding the foregoing, to the full extent Borrower alone shall have the rights under this paragraph and the Bank may not exercise those rights (whether or not the Collateral has been transferred into the name of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares Bank or grant a consent or approval, at any meeting its nominee) so long as no Event of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESDefault has occurred. The Stockholder proxy contained in this paragraph shall terminate when this Agreement terminates. The Borrower hereby revokes all proxies heretofore given to any person or persons and agrees not to give any other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination derogation of this proxy so long as this Agreement is in accordance with Section 5.1force.

Irrevocable Proxy. The 4.1 By execution of this Agreement, each Stockholder does hereby irrevocably grants toappoint and constitute the Buyer, and appointsany one or more other individuals designated by the Buyer, Parent and any designee of Parent and each of Parent's officersthem individually, as Stockholder's attorneyuntil the Expiration Date (at which time this proxy shall automatically be revoked), agent and proxy with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the full fullest extent of the such Stockholder's voting ’s rights with respect to the Owned Common SharesSubject Securities owned beneficially or of record by such Stockholder, to vote all or cause to be voted (including by proxy or written consent, if applicable) such Subject Securities solely with respect to the Owned Common Shares or matters set forth in Section 3.1 hereof; provided, however, that each Stockholder’s grant a consent or approval, at any meeting of the stockholders proxy contemplated by this Section 4 shall be effective if, and only if, (A) such Stockholder has not delivered to the Secretary of the Company a duly executed irrevocable proxy in form and substance reasonably acceptable to Buyer directing that such Stockholder’s Subject Securities be voted in accordance with Section 3.1 at least ten (10) Business Days prior to the meeting at which any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 3.1 is to be considered or (B) such Stockholder attempts to vote or consent in a manner inconsistent with the provisions of Section 3.1. Each Stockholder shall retain the authority to vote its Subject Securities in its discretion on all other matters. Each Stockholder intends this proxy to be irrevocable and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder coupled with an interest hereafter until the Expiration Date (at which time this proxy shall automatically be revoked) for all purposes and hereby revokes all other proxies and power of attorneys, any proxy previously granted by such Stockholder with respect to its Subject Securities. Each Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. 4.2 The proxy granted pursuant to Section 4.1 to Buyer by each Stockholder shall be irrevocable during the term of the Owned Common Shares that may have heretofore been appointed this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted with respect to any matters covered by Section 1.2, each Stockholder and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder, except as required by any letter of transmittal in connection such Stockholder with the Offerrespect thereto. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy that may be granted hereunder shall automatically terminate upon the valid termination of this Agreement, and any obligation of each Stockholder under this Agreement in accordance with Section 5.1shall be binding upon the successors of such Stockholder.

Irrevocable Proxy. The Solely with respect to the matters described in Section 3.1 hereof, if the Stockholder has not taken a Qualifying Action (as defined below) on or prior to the fifth (5th) business day prior to the Special Meeting, the Annual Meeting or any other meeting, date or event upon which stockholders of the Company will be asked to vote with respect to the matters described in Section 3.1 (any such meeting, date or event, the “Voting Event”), the Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and appoints each of Parent's officers▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as Stockholder's attorney, agent and its proxy with full power of substitution (which proxy is irrevocable and resubstitutionwhich appointment is coupled with an interest, to the full extent including for purposes of all applicable provisions of the Stockholder's voting rights with respect to the Owned Common Shares, Delaware General Corporation Law) to vote in his discretion all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 3.1 effective from and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDafter such third (3rd) business day prior to the Special Meeting, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all the Annual Meeting or any other proxies Voting Event and power of attorneys, with respect to all until the date that is six (6) months after the date of the Owned Common Shares that may have heretofore been appointed applicable Special Meeting, Annual Meeting or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offerother Voting Event. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such “Qualifying Action” means either (a) the delivery by the Stockholder to the Company of a copy of the Stockholder’s duly executed and valid proxy shall automatically terminate upon (and any amendment of such proxy) with respect to the valid termination of Special Meeting, the Annual Meeting or other Voting Event, provided the votes reflected in such proxy or amendment thereof are consistent with the Stockholder’s voting obligations under this Agreement with respect to the matter(s) in question or (b) the delivery by the Stockholder to the Company of a written certificate signed by the Stockholder certifying that it shall attend the Special Meeting, the Annual Meeting or other Voting Event in person (if a meeting of stockholders) and vote the Owned Shares in accordance with Section 5.13.1 hereof; provided that in the event that a Qualifying Action is subsequently rescinded, revoked or modified in any manner inconsistent with the requirements of Section 3.1, or if the Stockholder does not attend and vote as required hereunder at the Special Meeting, the Annual Meeting or other Voting Event, the Stockholder shall be deemed to have affirmed as of the time of the Special Meeting, the Annual Meeting or other Voting Event the proxy with respect to the Owned Shares granted under this Section 3.2 (notwithstanding any other action taken since the date hereof) and each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be entitled to the proxy and vote the Owned Shares in his discretion at or in connection with the applicable Special Meeting, Annual Meeting or other Voting Event. Any Owned Shares with respect to which the Stockholder does not have voting power as of the date hereof shall not be considered “Owned Shares” for the purposes of this Section 3.2.

Irrevocable Proxy. The Stockholder (a) By execution of this Undertaking, Shareholder does hereby irrevocably grants toappoint Company, and appointsor any duly authorized agent thereof, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full fullest extent of the Stockholder's voting Shareholder’s rights with respect to each Voting Security owned by it or over which it has voting control, solely with respect to any matter that the Owned Common Shares, Shareholder is required to vote all on in accordance with Section 3.1(a) hereof, and for which matters such Shareholder is not required to provide a declaration of a personal interest and/or affiliation with a controlling shareholder as defined in, and in accordance with, the Owned Common Shares Israeli Companies Law, if the Shareholder is unable or grant a consent unwilling to perform his, her or approval, at any meeting its obligations under this Undertaking (the “Proxy”). Shareholder intends this Proxy to be irrevocable and coupled with an interest hereunder until the end of the stockholders term of this Undertaking (as set forth in Section 5.3 hereof). (b) Without prejudice to that which is set forth in Section 4.7 to the Company Deposit Agreement dated November 25, 2015 by and in any action by written consent of amongst the stockholders of Depositary, the Company, until and owners and holders of ADSs, as amended, and as may be amended in the earlier of future, the Shareholder hereby expressly and irrevocably revokes any, (a)(1i) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or previously granted with respect to any matters covered each Voting Security owned by Section 1.2it or over which it has voting control and represents that none of such previously-granted proxies are irrevocable, and no subsequent proxy and/or, (whether revocable or irrevocableii) or power of attorney shall be given by until the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant end of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination term of this Agreement Undertaking (as set forth in Section 5.3 hereof), any proxies it may grant with respect to each Voting Security owned by it or over which it has voting control which are not in accordance with Section 5.1the terms and conditions of this Undertaking and any such proxies shall be deemed void ab initio, and to any such extent as such may not be deemed void ab initio under any applicable legal doctrine, such shall nonetheless be deemed superseded and replaced by the Proxy, which shall be deemed to have been issued later than any other such proxy.

Irrevocable Proxy. The Stockholder In furtherance of the agreements contained in Section 3 of this Agreement, the Voting Shareholder hereby irrevocably grants to, to and appoints, Parent and any designee of Parent appoints the Company and each of Parent's officersthe executive officers of the Company, in their respective capacities as officers of the Company, as Stockholder's the case may be, and any individual who shall hereafter succeed to any such office of the Company, and each of them individually, as the Voting Shareholder’s proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common SharesVoting Shareholder, to vote all Subject Shares Beneficially Owned by the Owned Common Shares Voting Shareholder that are outstanding from time to time and that the Voting Shareholder has the power to vote, to grant or grant withhold a consent or approvalapproval in respect of such Subject Shares and to execute and deliver a proxy to vote such Subject Shares, at any meeting in each case solely to the extent and in the manner specified in Section 3 of this Agreement. The Voting Shareholder shall retain the authority to vote its Beneficially Owned Subject Shares in its discretion in all other matters. The Voting Shareholder represents and warrants to the Company that all proxies heretofore given in respect of the stockholders Subject Shares that the Voting Shareholder has the power to vote are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof. The Voting Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given by the Voting Shareholder in connection with, and in consideration of, the execution of the Purchase Agreement by the Company and that the irrevocable proxy set forth in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in this Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, 5 is coupled with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholderan interest and, except as required by any letter of transmittal set forth in connection with the OfferSection 8 hereof, may under no circumstances be revoked. The Stockholder agrees irrevocable proxy set forth in this Section 5 is executed and intended to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement be irrevocable in accordance with the provisions of Section 5.121.369 of the TBOC, subject, however, to automatic termination on the Expiration Date.

Irrevocable Proxy. The Stockholder (a) Subject to paragraphs (c), (d) and (e) below, the Holder hereby irrevocably grants toto ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Grantee") an irrevocable proxy, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to exercise voting authority and authority to act by written consent over all shares of Series 1 PCS Stock Beneficially Owned by the full extent Holder and its Affiliates, at the time of execution of this Agreement or at any time in the future (the "Proxy Shares"), on all matters submitted to a vote of all or any class or classes of the Stockholder's voting rights holders of the Sprint Voting Securities, which proxy is irrevocable and coupled with an interest for purposes of Section 17-6502 of the Kansas General Corporation Code. (b) Prior to the acquisition by any Affiliate of Holder that has not previously executed and delivered to Sprint an Irrevocable Proxy under this paragraph of any shares of Series 1 PCS Stock, the Holder will cause such Affiliate to execute and deliver to Sprint the form of Irrevocable Proxy attached hereto as Exhibit A, which proxies shall (together with the proxy contained in Section 1(a)) be deemed to constitute the "Proxy" for the purposes of this Agreement. (c) Pursuant to the Proxy, the Grantee is authorized and directed to vote the Proxy Shares for or against any matter presented for a vote of the Sprint Voting Securities in the same manner as the majority of votes that are cast with respect to such matter by the Owned Common holders of Sprint Voting Securities (other than the Proxy Shares). (d) Notwithstanding the foregoing, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted Proxy shall not be applicable with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal Proxy Shares in connection with any matter on which the Offer. holders of Series 1 PCS Stock vote pursuant to Article Six, Sections 3.2(d) and 3.2(f) of the Initial Charter Amendment (as defined in the Restructuring Agreement) or any successor provisions with the same effect, and the Holder shall have the power to vote the Proxy Shares in its discretion with respect to any such matter. (e) The Stockholder agrees Grantee's appointment hereunder shall terminate at such time as the Grantee ceases to execute be the Chief Executive Officer of Sprint, at which time the Proxy shall automatically be granted, without any further agreement act by the Holder or its Affiliates, to the Grantee's successor as Chief Executive Officer of Sprint and thereafter to each subsequent successor as the Chief Executive Officer of Sprint (each of which persons shall be deemed the Grantee hereunder). At the request of Sprint from time-to-time, the Holder shall, and shall cause each of its Affiliates holding any Proxy Shares to, execute an irrevocable proxy in the form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1or Exhibit A hereto confirming the appointment of each successor Chief Executive Officer of Sprint as the Grantee for all purposes under this Agreement. (f) Within 10 days following the record date for each meeting of the shareholders of Sprint, the Holder shall give notice to Sprint of (i) the names of the Affiliates of the Holder that Beneficially Owned shares of Series 1 PCS Stock as of the record date and (ii) the number of shares of Series 1 PCS Stock Beneficially Owned by the Holder and each of its Affiliates as of the record date.

Irrevocable Proxy. The Stockholder (a) From and after the date hereof and until the termination of this Agreement, Yuhan hereby irrevocably (to the fullest extent permitted by Section 212 of the General Corporation Law of the State of Delaware) grants to, and appoints, Parent jointly and severally, the Chairperson of the Board of Directors and the Chief Executive Officer of the Company, and any designee of Parent the Board of Directors (each, a “Proxyholder”), and each of Parent's officersthem individually, as Stockholder's attorney, agent the attorney and proxy of the undersigned, with full power of substitution and resubstitution, to vote the full extent of the Stockholder's voting rights with respect to the Owned Common Voting Shares, to vote all the Owned Common Shares or grant a consent or approvalapproval in respect of the Voting Shares, in a manner consistent with Section 2. Yuhan hereby acknowledges and agrees, and represents and warrants to the Company, that any and all prior proxies given by the undersigned with respect to any Voting Shares relating to the voting rights expressly provided for herein are hereby revoked and Yuhan agrees not to grant any subsequent proxies with respect to the Voting Shares relating to such voting or consent rights at any time prior to the termination of this Agreement. (b) Yuhan agrees that the proxy granted pursuant to this Section 3 will be irrevocable until the termination of this Agreement in accordance with the terms hereof and is coupled with an interest sufficient at law to support an irrevocable proxy and will be valid and binding on any Person to whom Yuhan may transfer, or propose to transfer, any of the Voting Shares in breach of this Agreement or otherwise. Yuhan hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (c) The Proxyholders, and each of them, are hereby authorized and empowered by the undersigned, at any time prior to the termination of this Agreement, to act as the undersigned’s attorney and proxy to vote the Voting Shares, and to exercise all voting and other rights of the undersigned with respect to the Voting Shares (including, without limitation, the power to execute and deliver written consents pursuant to Section 228 of the General Corporation Law of the State of Delaware), at every meeting of the stockholders of the Company (including any adjournment(s), postponement(s) or continuation(s) thereof) and in any action by other circumstances upon which the vote, consent (including a written consent in lieu of a meeting), agreement or other approval of the stockholders of the CompanyCompany is sought, until the earlier of in a manner consistent with Section 2. (a)(1d) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger AgreementWithout limiting Section 11, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate granted pursuant to this Section 3 will be binding upon the valid termination successors, assigns and transferees of this Agreement in accordance with Section 5.1Yuhan.

Irrevocable Proxy. The Stockholder Each party to this Agreement hereby irrevocably grants toconstitutes and appoints the President and Treasurer of the Company, and appoints, Parent and any a designee of Parent the Selling Investors and a designee of the Noteholder Majority, and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to as the full extent proxies of the Stockholder's voting rights party with respect to the Owned Common Sharesmatters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all the Owned Common of such party’s Shares or grant a consent or approval, at any meeting in favor of the stockholders election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2, 3 and 4 respectively, of this Agreement or to take any action reasonably necessary to effect Sections 2, 3 and 4, respectively, of this Agreement. The power of attorney granted hereunder shall authorize the President of the Company to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to this Section 5.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto hereby revokes any action and all Table of Contents previous proxies or powers of attorney with respect to the Shares and shall not hereafter, except as provided by written consent Section 3.2(g), unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the stockholders Shares, deposit any of the CompanyShares into a voting trust or enter into any agreement (other than this Agreement), until arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the earlier voting of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination any of the Merger AgreementShares, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained set forth herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The Stockholder Shareholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's ’s officers, as Stockholder's Shareholder’s attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's Shareholders’ voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company and in any action by written consent of the stockholders shareholders of the Company, until the earlier of (a)(1) the Acceptance Date acceptance of Shares pursuant to the Offer or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.2, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby Shareholder revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the StockholderShareholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder Shareholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The Stockholder undersigned hereby irrevocably grants toappoints, and appointsshall appoint in the future upon request, Parent and any designee the then-current Chief Executive Officer of Parent and each of Parent's officersthe Company (the “CEO”), as Stockholder's the undersigned’s true and lawful irrevocable proxy and attorney-in-fact, agent with the power to act alone and proxy with full power of substitution to (i) vote the Shares consistently with the majority of the Company’s shares of Common Stock, (ii) give and resubstitutionreceive notices and communications relating to the Shares, (iii) execute any instrument or document that relates to (a) the voting of the Shares, (b) the custody of the Shares, (c) the reorganization of the Shares into a special-purpose vehicle or other entity designed to aggregate the Shares or (d) any similar matter, and (iv) take all such actions necessary or appropriate, as reasonably determined by the CEO, to the full extent effectuate any of the Stockholder's voting rights foregoing clauses (i), (ii), or (iii) under this Section 9. The proxy and power of attorney granted by the undersigned pursuant to this Section 9 are coupled with an interest. Such proxy and power of attorney will be irrevocable. The proxy and power of attorney, so long as the undersigned is an individual, will survive the death, incompetency and disability of the undersigned and, so long as the undersigned is an entity, will survive the merger or reorganization of the undersigned. The CEO is an intended third-party beneficiary of this Section 9 and has the right, power, and authority to enforce the provisions hereof as though he or she was a party hereto. Additionally: (a) Other than with respect to the Owned Common Shares, to vote all the Owned Common Shares gross negligence or grant a consent or approval, at any meeting willful misconduct of the CEO, in his or her capacity as the undersigned’s true and lawful irrevocable proxy and attorney-in-fact pursuant to this Section 9 (collectively, the “Proxy”), the Proxy will not be liable for any act done or omitted in his, her or its capacity as irrevocable proxy and attorney-in-fact of the undersigned pursuant to this Agreement while acting in good faith, and any act done or omitted pursuant to the written advice of outside counsel will be conclusive evidence of such good faith. The Proxy has no duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities on behalf of the undersigned otherwise exist against the Proxy. Notwithstanding Section 8 of this Agreement, the undersigned shall indemnify, defend and hold harmless the Proxy from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expenses of document location, duplication and shipment) (collectively, “Proxy Losses”) arising out of or in connection with any act done or omitted in the Proxy’s capacity pursuant to this Section 9, in each case as such Proxy Losses are suffered or incurred; provided, that in the event that any such Proxy Losses are finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Proxy, the Company shall reimburse the undersigned the amount of such indemnified Proxy Losses to the extent attributable to such gross negligence or willful misconduct (provided that the Proxy’s aggregate liability hereunder shall in no event exceed the aggregate subscription amount). In no event will the Proxy be required to advance his, her or its own funds on behalf of the undersigned or otherwise. The undersigned acknowledges and agrees that the foregoing indemnities will survive the resignation or removal of the Proxy. (b) A decision, act, consent, or instruction of the Proxy, in his, her, or its scope as the undersigned’s irrevocable proxy or attorney-in-fact, constitutes a decision of the undersigned and is final, binding, and conclusive upon the undersigned. The Company, stockholders of the Company and in any action by written other third party may rely upon any decision, act, consent or instruction of the Proxy as being the decision, act, consent or instruction of the undersigned. The Company, stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder Company are hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect relieved from any liability to any matters covered person for any acts done by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement them in accordance with Section 5.1such decision, act, consent, or instruction of the Proxy.

Irrevocable Proxy. The (a) Stockholder hereby irrevocably hereby, and without the need for any further action by Stockholder, grants a proxy to, and appoints, Parent Purchaser, and any designee of Parent Person designated in writing by Purchaser, and each of Parent's officersthem individually, as Stockholder's ’s proxy and attorney, agent and proxy -in-fact (with full power of substitution and resubstitutionsubstitution), to vote the full extent Subject Shares, other than any Excess Shares, or execute and deliver a written consent for and in the name of Stockholder in respect of the Subject Shares, other than any Excess Shares, in each case, on or prior to the Termination Date, solely in respect of the matters specified in Section 1.1(a) of this Agreement and in the manner set forth in such Section 1.1(a). This proxy shall be irrevocable (pursuant to Section 212(e) of the DGCL) and is coupled with an interest and Stockholder shall take such further action or execute such other instruments as may be requested by Purchaser and necessary to effectuate the intent of such proxy. Such proxy shall continue in force until it expires, automatically and without further action by the Parties, upon termination of this Agreement. Purchaser agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. (b) Stockholder hereby represents to Purchaser that any proxies heretofore given in respect of the Subject Shares owned beneficially or of record by Stockholder's voting rights , other than any proxies given pursuant to the Existing Voting Agreement with respect to any Excess Shares, are not irrevocable and hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to the Owned Common Shares, voting of any such Subject Shares inconsistent with the terms of Section 1.1(a) of this Agreement and has taken such further action and executed such other instruments as required to vote all the Owned Common Shares or grant a consent or approval, at revoke any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewithsuch proxies. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of affirms that the Owned Common Shares that may have heretofore been appointed or irrevocable proxy granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be Stockholder herein is given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant execution of the Purchaser Agreement and that such irrevocable proxy contained hereinis given to secure the performance of the duties of Stockholder under this Agreement. Such proxy shall automatically terminate upon Subject to the valid termination other terms and provisions of this Agreement and the Purchase Agreement, Stockholder shall retain the right to vote or cause to be voted all of Stockholder’s Subject Shares in Stockholder’s sole discretion (other than any Excess Shares, which shall be voted in accordance with the Existing Voting Agreement) on all matters not specified in Section 5.11.1(a) of this Agreement.

Irrevocable Proxy. The Stockholder Each Shareholder hereby revokes any and all prior proxies (other than this Agreement) given by such Shareholder and hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, appoints Pinnacle as Stockholder's attorney, agent and proxy -in-fact (with full power of substitution substitution) and resubstitutionproxy for and on behalf of such Shareholder, for and in the name, place and stead of such Shareholder, to: (a) attend any and all GLPI Shareholders Meetings; and (b) vote or issue instructions to the full record holder to vote such Subject Shares in accordance with the provisions of Section 1.1 in connection with any such GLPI Shareholders Meeting; provided, however, that (i) such Shareholder’s grant of the proxy contemplated hereby shall be effective if, and only if, such Shareholder has not delivered to the Secretary of GLPI at least ten (10) business days prior to such meeting a duly executed proxy card, previously approved by Pinnacle, voting the Subject Shares in the manner specified in Section 1.1 or in the event such proxy card has been thereafter modified or revoked or otherwise fails to provide evidence of such Shareholder’s compliance with its obligations under Section 1.1 in form and substance reasonably acceptable to Pinnacle; and (ii) such Shareholder hereby affirms that (A) the irrevocable proxy set forth in this Section 1.6, if it becomes effective pursuant to clause (i), is given in connection with the execution of the Merger Agreement and as an inducement to Pinnacle to enter into the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement; and (B) this irrevocable proxy is coupled with an interest; and (C) such irrevocable proxy, if it becomes effective pursuant to clause (i), is executed and intended to be irrevocable pursuant to the provisions of Title 15 (Corporations and Unincorporated Associations), Section 1759(d) of the Pennsylvania Code. Pinnacle (or its designee) agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. Except to the extent of any Subject Shares acquired, directly or indirectly, after the Stockholder's voting rights with respect to date hereof (which, for clarity, shall become Subject Shares upon that acquisition), the Owned Common Shares, to vote all number of Shares owned by the Owned Common Shareholders referenced above are the only Shares owned beneficially or grant a consent or approval, at any meeting of record by the Shareholders as of the stockholders date of the Company and this Agreement. The proxy granted by each Shareholder in any action by written consent of the stockholders of the Company, this Section 1.6 shall remain valid until the earlier of (a)(1i) the Acceptance Date time that the Parent Shareholder Approval has been obtained or (2ii) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.14.2, in each case immediately upon which each such proxy shall automatically terminate without any further action required by any person.

Irrevocable Proxy. The Stockholder (a) Solely for the purpose of facilitating the enforcement of each Principal Shareholder's obligations under SECTION 3(D) of this Agreement, each Principal Shareholder hereby irrevocably grants to, and appoints, Parent Isaac Dabah, Michael Zimmerman, and any designee of Parent other individual who shall ▇▇▇▇▇▇▇▇▇ b▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇cquisition Corp., such Principal Shareholder's proxy and each of Parent's officers, as Stockholder's attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common Sharessuch Principal Shareholder, to vote all of the Owned Common Principal Shareholder Shares of such Principal Shareholder, or grant a consent or approvalapproval in respect of such Principal Shareholder Shares, at any meeting of the stockholders shareholders of the Company and or at any adjournment thereof or in any action by written other circumstances upon which their vote, consent or other approval is sought in favor of the stockholders approval and adoption of the CompanyAcquisition Agreement and the Transactions or against any Acquisition Proposal (including, without limitation, any Superior Proposal) and any Frustrating Transaction. (b) Each Principal Shareholder represents that, except for the proxies pursuant to the Sun Support Agreement, none of the proxies (if any) heretofore given in respect of any of the Principal Shareholder Shares of such Principal Shareholder are irrevocable, and each such Principal Shareholder agrees that all such proxies (including the proxies pursuant to the Sun Support Agreement) are hereby revoked. (c) Each Principal Shareholder hereby affirms that the proxy granted by such Principal Shareholder in this SECTION 5 is coupled with an interest and is irrevocable until the earlier of (a)(1i) the Acceptance Date or such time as this Agreement terminates in accordance with its terms and (2ii) the Effective Time or (b) the date of termination consummation of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all the terms of the Owned Common Shares Acquisition Agreement. Each Principal Shareholder hereby further affirms that may have heretofore been appointed or the proxy granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal such Principal Shareholder in this SECTION 5 is granted in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant execution of the proxy contained herein. Such proxy shall automatically terminate upon Acquisition Agreement, is given to secure the valid termination performance of the duties of such Principal Shareholder under this Agreement in accordance Agreement, and therefore is coupled with Section 5.1an interest.

Irrevocable Proxy. The Each Stockholder hereby revokes any and all previous proxies granted by such Stockholder with respect to Company Shares owned (whether beneficially or of record) by it as of the date of this Agreement. In the event, but only in the event, that Stockholder fails to comply with any of its obligations set forth in Section 1.01 with respect to the Required Votes (and Stockholder shall give prompt written notice of such failure in accordance with Section 5.04 and, in any event, before the closing of the voting at the Stockholder Meeting with sufficient time to allow Acquiror to exercise its rights under this Section 1.03), then Stockholder hereby irrevocably grants to, and appoints, Parent Acquiror and any designee of Parent Acquiror (determined in Acquiror’s sole discretion) as such Stockholder’s attorney-in-fact and each of Parent's officersproxy, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the for and in such Stockholder's voting rights with respect to the Owned Common Shares’s name, to vote all the Owned Common Shares vote, or grant a consent cause to be voted (including by proxy or approvalwritten consent, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, if applicable) (until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.15.03) any Company Shares owned (whether beneficially or of record) by such Stockholder solely to the extent, and in the manner, expressly set forth with respect to the Required Votes in Section 1.01. The proxy granted by such Stockholder pursuant to this Section 1.03, if it becomes effective, and except upon the termination of this Agreement in accordance with Section 5.03, is irrevocable and is granted in consideration of the Acquiror entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. Each Stockholder hereby affirms that such irrevocable proxy, if it becomes effective, is coupled with an interest by reason of the Merger Agreement and, except upon the termination of this Agreement in accordance with Section 5.03, is intended to be irrevocable. Each Stockholder agrees, subject to this Section 1.03 and unless and until this Agreement is terminated in accordance with Section 5.03, to vote its Company Shares (including any New Company Shares) in accordance with Section 1.01(a) through Section 1.01(e) above. The parties agree that the foregoing is a voting agreement.

Irrevocable Proxy. The Each Stockholder hereby irrevocably grants to, and appoints, Parent appoints such person and any designee of Parent and such person set forth opposite the Stockholder's name on Schedule I hereto, each of Parentthem individually, the Stockholder's officersproxy and attorney-in-fact during the term of this agreement and pursuant to the provisions of Section 212 of the Delaware General Corporation Law, as Stockholder's attorneyamended, agent and proxy with full power of substitution and resubstitution, to the full extent of vote and act on the Stockholder's voting rights behalf and in the Stockholder's name, place and stead with respect to the Stockholder's Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders holders of FCN Common Stock held during the Company term of this Agreement and called in any action order to obtain the FCN Stockholder Action, and to act by written consent of with respect to the stockholders of Stockholder's Owned Shares with respect to the CompanyFCN Stockholder Action, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDwith, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESSection 3(a) hereof. The Stockholder hereby revokes all other proxies affirms that this proxy is coupled with an interest and power shall during the term of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or this Agreement be irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees shall take further action or execute such other instruments as may be necessary to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination intent of this Agreement proxy. Except in order to vote the Owned Shares in accordance with Section 5.13(a), the Stockholder covenants and agrees not to grant any subsequent proxy with respect to the Stockholder's Owned Shares except any proxies granted in connection with an Unrelated Stockholder Meeting, and further covenants and agrees that any such proxy, if granted, shall not be valid or effective.

Irrevocable Proxy. The In furtherance of each Stockholder’s agreement in Section 1.01 above, each Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent thereof and each of Parent's ’s officers, as such Stockholder's ’s attorney, agent and proxy (such grants and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, of such Stockholder’s Securities at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders shareholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE (UNTIL THE TWO YEAR ANNIVERSAIRY OF THE CLOSING) AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SECURITIES IN BREACH OF THIS AGREEMENT. The Each Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares such Stockholder’s Securities that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto on the Stockholder, except as required matters covered by any letter of transmittal Section 1.01. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.01 is given in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant execution of the Purchase Agreement, and that such irrevocable proxy contained herein. Such proxy shall automatically terminate upon is given to secure the valid termination performance of the duties of such Stockholder under this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder (a) Each Significant Holder hereby irrevocably grants to(to the fullest extent permitted by applicable Law) constitutes and appoints Seller, which shall act by and appointsthrough ▇▇▇▇▇▇ ▇▇▇▇▇ and Yao ▇.▇. ▇▇▇▇ (each, Parent and any designee a “Proxy Holder”), or either of Parent and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, as its true and lawful proxy and sole attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company’s shareholders and in any consensual action by the Company’s shareholders, and to exercise all other voting and related rights with respect to (to the full extent that such Significant Holder is entitled to do so), all Company Shares beneficially owned by such Significant Holder as of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination such meeting or the taking of any action: (i) in favor of the Merger approval of the Opt-Out Proposal, the Issuance Proposal and the other transactions contemplated by the Asset Agreement and in favor of any other matter that could reasonably be expected to facilitate the consummation of the transactions contemplated by the Asset Agreement, on the matters described and (ii) against any Acquisition Proposal, Change in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed Directors or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained hereinAdverse Transaction. Such proxy shall automatically terminate upon be limited strictly to the valid termination power to vote the Company Shares in the manner set forth in the preceding sentence and shall not extend to any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable (to the fullest extent permitted by applicable Law) during the term of this Agreement Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and, upon execution of this Agreement, shall revoke all prior proxies granted by any Significant Holder that conflict with the proxy granted herein. Significant Holder shall not grant any proxy to any Person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of any Significant Holder. (c) If any Significant Holder fails for any reason to vote his or her Company Shares in accordance with the requirements of Section 5.12(a) hereof, then the Proxy Holder shall have the right to vote the Company Shares in accordance with the provisions of this Section 3. The vote of the Proxy Holder shall control in any conflict between his or her vote of such Company Shares and a vote by any Significant Holder of such Company Shares.

Irrevocable Proxy. The (a) Solely in the event of a failure by either Stockholder to act in accordance with such Shareholder’s obligations as to voting pursuant to Section 3, prior to the termination of this Agreement and without in any way limiting any Shareholder’s right to vote the Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval, each Shareholder hereby irrevocably grants toa proxy appointing the Company as such Shareholder’s attorney-in-fact and proxy, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution substitution, for and resubstitutionin such Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in the full extent of manner contemplated by Section 3 above as the Stockholder's voting rights Company or its proxy or substitute shall, in the Company’s sole discretion, deem proper with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or . (b) Each Shareholder hereby represents that any proxies heretofore given in respect of the date of termination Shares, if any, are revocable, and hereby revokes such proxies. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection with the execution of the Merger Agreement, on and that such irrevocable proxy is given to secure the matters described in Section 1.2 and in accordance therewithperformance of the duties of such Stockholder under this Agreement. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Each Stockholder hereby revokes all other proxies and power of attorneys, further affirms that the irrevocable proxy is coupled with respect to all an interest in consideration of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, Company entering into this Agreement and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the StockholderMerger Agreement and incurring certain related fees and expenses and, except as required by any letter of transmittal set forth in connection this Section 5 or in Section 12 hereof, is intended to be irrevocable in accordance with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant provisions of Section 212 of the proxy contained hereinDGCL. Such proxy shall automatically terminate upon If during the valid termination term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Shareholder agrees that it shall vote its Shares in accordance with Section 5.13 above as instructed by the Company in writing, and the parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. (d) The Company hereby acknowledges and agrees that the proxy set forth in this Section 5 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 3 above and the Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 3. The proxy set forth in this Section 5 shall be revoked, terminated and of no further force or effect automatically without further action upon the termination of this Agreement.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to(a) Unless an Acquisition Restrictions Termination Event shall have occurred and the Acquisition Restrictions have not been 122 reinstated pursuant to the terms of this Agreement (but only until such time, and appoints, Parent and any designee of Parent and each of Parent's officersif any, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approvalAcquisition Restrictions shall have been reinstated), at least ten Business Days prior to any meeting of stockholders, BNP shall, and shall cause each of its Affiliates who own Voting Securities to, deliver a duly executed irrevocable proxy to the stockholders Company specifying how BNP or such Affiliate shall vote such Voting Securities (to the extent such Voting Securities are entitled to vote thereon) as to the election or removal of Non-Class A Directors or a Superior Proposal described in Section 2.4(b) if such matters are scheduled to be brought before the meeting (which shall be in accordance with Section 4.1(a)(ii) or Section 2.4(b), as applicable). Such proxy shall appoint such officers of the Company as the Board shall designate as BNP's or such Affiliates' (as the case may be) true and lawful proxies and attorneys-in-fact as to the matters to be voted at the meeting and shall state that it is irrevocable. (b) Unless an Acquisition Restrictions Termination Event shall have occurred and the Acquisition Restrictions have not been reinstated pursuant to the terms of this Agreement (but only until such time, if any, as the Acquisition Restrictions shall have been reinstated), in connection with any proposed action by written consent of the stockholders relating to the election or removal of Non-Class A Directors or the Company, until the earlier approval of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters a Superior Proposal described in Section 1.2 2.4(b), BNP shall, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDshall cause each of its Affiliates who own any Voting Securities to, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies execute and power of attorneys, with respect deliver its written consent to all of the Owned Common Shares that may have heretofore been appointed or granted Company with respect to any matters covered Voting Securities Beneficially Owned by Section 1.2, and no subsequent proxy BNP or its Affiliates (whether revocable to the extent such Voting Securities are entitled to execute a written consent with respect to such matters). Any written consent delivered by BNP or irrevocable) or power any of attorney its Affiliates shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement made in accordance with Section 5.14.1(a)(ii) or Section 2.4(b), as applicable.

Irrevocable Proxy. The Stockholder Grantor hereby irrevocably grants torevokes all previous proxies with regard to the Pledged Securities and, subject to any necessary prior approval of the FCC, appoints the Agent as its proxyholder to attend and vote at any and all meetings of the shareholders of the corporation(s) which issued the Pledged Securities, and appointsany adjournments thereof, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares held on or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) after the date of the giving of this proxy and prior to the termination of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement and all written consents of shareholders of such corporation(s) executed on or form reasonably necessary or appropriate to confirm and effectuate after the grant date of the giving of this proxy contained herein. Such proxy shall automatically terminate upon and prior to the valid termination of this Agreement proxy, with the same effect as if Grantor had personally attended the meetings or had personally voted its shares or had personally signed the written consents; PROVIDED, HOWEVER, that the Agent as proxyholder shall have rights hereunder only upon the occurrence and during the continuance of an Event of Default and subject to Section 16(j) hereof. Grantor hereby authorizes the Agent to substitute another Person (which Person shall be a successor to the rights of the Agent hereunder, a nominee appointed by the Agent to serve as proxyholder, or otherwise as approved by the Grantor in accordance writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with Section 5.1the secretary of the appropriate corporation. This proxy is coupled with an interest and is irrevocable until such time as no part of any Commitment remains outstanding, all Obligations have been indefeasibly paid in full and no Letter of Credit remains outstanding.

Irrevocable Proxy. The Stockholder Each of the undersigned Required Members hereby irrevocably grants toconstitutes and appoints the Manager, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) from the date of termination of this Agreement until the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with its terms, as their true and lawful proxy, for and in each Required Member’s name, place and stead to vote such Required Member’s Membership Interests and any and all other interests in the Company of such Required Member whether directly or indirectly, beneficially or of record, now owned or hereafter acquired (such Membership Interests together with all such other equity interests, a “Required Member’s Interest”), with respect to any “Specified Matter” (as hereinafter defined). The foregoing proxy shall include the right to sign each such Required Member’s name (as a Member of the Company) to any consent, certificate or other document relating to the Company that applicable law may permit or require and to cause each such Required Member’s Interests to be voted, either at a meeting or by written consent, in accordance with the preceding sentence. Each Required Member hereby revokes all other proxies and powers of attorney with respect to each such Required Member’s Interests that it may have appointed or granted, to the extent such proxies or powers extend to any Specified Matter. The Company will not give a subsequent proxy or power of attorney (and if given, will not be effective) or enter into any other voting agreement with respect to each such Required Member’s Interests with respect to any Specified Matter. Notwithstanding anything herein to the contrary, while the Manager may execute an agreement for an Asset Sale at any time during the term of this Agreement in reliance upon the proxy granted to it herein, Manager shall not consummate an Asset Sale in reliance upon the foregoing proxy unless Manager exercises its Call Right as set forth in Section 5.12.1 above.

Irrevocable Proxy. The Each Supporting Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent appoints Vulcan and each of Parent's officers, its executive officers from and after the date hereof until the earlier to occur of the Effective Time (as defined in the Merger Agreement) and the termination of this Agreement pursuant to Section 7.3 (at which point such appointment shall automatically terminate) as such Supporting Stockholder's attorneysole and exclusive attorneys, agent agents and proxy proxies (such constitution and appointment, the "Irrevocable Proxy"), with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common of such Supporting Stockholder's Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE A SUPPORTING STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SHARES IN BREACH OF THIS AGREEMENT. The Stockholder hereby revokes Upon the execution of this Agreement, all other prior proxies and power powers of attorneys, attorney given by each Supporting Stockholder with respect to all of such Supporting Stockholder's Shares issued or issuable in respect thereof on or after the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2date of this Agreement are hereby revoked, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Supporting Stockholder. Any obligation of a Supporting Stockholder shall be binding on the successors and assigns of such Supporting Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The Stockholder Each Seller hereby irrevocably grants to, and appoints, Parent A▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman of Parent, S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President and any designee Chief Executive Officer of Parent Parent, D▇▇▇▇▇▇ ▇▇▇▇, Treasurer and Chief Financial Officer of Parent, and S▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President, Chief Legal Officer and Corporate Secretary of Parent, and each of Parent's officersthem, and each of their respective successors, as Stockholder's attorney, agent such Seller’s proxies and proxy attorneys-in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common Sharessuch Seller, to vote all the Owned Common Shares Subject Securities, or grant a written consent or approvalapproval in respect of the Subject Securities, at any meeting of the stockholders Sellers of Parent (or of the Company holders of any class of Parent’s capital stock) called with respect to any and all matters, and at every adjournment or postponement thereof, and in any action by written consent of the stockholders Sellers of Parent (or of the Company, until the earlier holders of (a)(1any class of Parent’s capital stock) the Acceptance Date or (2) the Effective Time or (b) the date in lieu of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneysa meeting, with respect to any and all matters upon which the Subject Securities may be voted. The proxies shall exercise the rights granted hereunder at the direction of the Owned Common Shares Board. Each Seller hereby affirms that may have heretofore been appointed or granted with respect to any matters covered by the irrevocable proxy set forth in this Section 1.2, and no subsequent proxy (whether revocable or irrevocable2(b) or power of attorney shall be is given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant consideration of the execution of the Product Purchase Agreement by Parent and Purchasers. Each Seller hereby affirms that this irrevocable proxy contained herein. Such proxy shall automatically terminate is coupled with an interest and may under no circumstances be revoked except upon the valid termination of this Agreement in accordance with Section 5.1its terms. Each Seller hereby ratifies and confirms all actions that each such irrevocable proxy may lawfully take or cause to be taken by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of all applicable Law. The irrevocable proxy granted hereunder shall automatically terminate upon the expiration of the Term. Each Seller shall take all further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy.

Irrevocable Proxy. The Stockholder (a) In furtherance of the agreements contained in Section 2 hereof and as security for such agreements, TULIP hereby irrevocably irrevocable grants to, and appoints, Parent Carl▇▇ ▇. Guti▇▇▇▇▇, ▇▇airman and Chief Executive Officer of Parent, and Jane▇ ▇. ▇▇▇▇▇, ▇▇ecutive Vice President - Corporate Development, General Counsel and Secretary (Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇ Ms. ▇▇▇▇▇, ▇▇e "Grantees") in their respective capacities as officers of Parent, and any designee individual who shall hereafter succeed to any such office of Parent Parent, and each of Parentthem individually, TULIP's officers, as Stockholder's proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common SharesTULIP, to vote all the Shares Beneficially Owned Common Shares by TULIP, or grant a consent or approvalapproval in respect of such Shares, at or execute and deliver a proxy to vote such Shares, (i) in favor of the adoption of the Elf Merger and the Elf Merger Agreement and approval of the terms thereof and each of the other transactions contemplated by the Elf Merger Agreement; provided that the Grantees shall not have authority to grant any such consent prior to 21 calendar days after the Elf Information Statement is distributed to Elf's stockholders, (ii) against any Takeover Proposal or any other matter referred to in Section 2(b) hereof, except as otherwise specified in Section 2 hereof and (iii) in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any annual or special meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or Elf. (b) TULIP represents and warrants to Parent that any proxies heretofore given in respect of any or all of its Shares are not irrevocable, and that any such proxies are hereby revoked, except for the date of termination Written Consent. (c) TULIP hereby affirms that the irrevocable proxy set forth in this Section 3 is given in connection with, and in consideration of, the execution of the Elf Merger Agreement by Parent, and that such irrevocable proxy is given to secure the performance of the duties of TULIP under this Agreement, on . TULIP hereby further affirms that the matters described in Section 1.2 irrevocable proxy is coupled with an interest and in accordance therewithmay under no circumstances by revoked. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESTULIP hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the irrevocable proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement herein is intended to be irrevocable in accordance with the provisions of Section 5.1212(e) of the Delaware Law.

Irrevocable Proxy. The Stockholder (a) In furtherance of each Investor’s agreements in Sections 2.1 and 2.2 of this Agreement, each Investor hereby irrevocably grants to, and appoints, appoints Parent and any designee of Parent Parent’s designees, and each of Parent's officersthem individually, as Stockholder's such Investor’s proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution) (the “Proxyholders”), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common Sharessuch Investor, to vote all the Investor Owned Common Shares or grant a consent or approval, owned by such Investor (at any meeting of the stockholders Company’s shareholders (or any adjournment or postponement thereof), however called), or to execute one or more written consents in respect of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on such Investor Owned Shares with respect to the matters described in Section 1.2 and 2.2(a) of this Agreement. If any Investor fails for any reason to be counted as present or to vote (including by written consent, if applicable) such Investor’s Investor Owned Shares in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDwith the requirements of Section 2.2(a) above, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESthen Parent shall have the right to cause to be present or vote such Investor’s Investor Owned Shares in accordance with the provisions of Section 2.2(a). The Stockholder hereby revokes Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Each Investor may vote such Investor’s Investor Owned Shares on all other proxies matters. (b) The proxy granted pursuant to Section 2.3(a) shall (i) be valid and power irrevocable until the valid termination of attorneys, this Agreement in accordance with respect to all of the Owned Common Shares that may have heretofore been appointed (or granted with respect to any matters covered by Section 1.2, as otherwise provided in) Article VI hereof and no subsequent proxy (whether revocable or irrevocableii) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with (or as otherwise provided in) Section 5.16.1 hereof. Each Investor represents that any and all other proxies and powers of attorney heretofore given in respect of such Investor’s Investor Owned Shares owned by such Investor are revocable, and that such other proxies have been revoked. Each Investor affirms that the foregoing proxy is: (A) given (I) in connection with the execution of the Merger Agreement and (II) to secure the performance of such Investor’s duties under this Agreement, (B) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (C) intended to be irrevocable prior to valid termination of this Agreement or as otherwise provided in Section 6.1 hereof. All authority herein conferred shall survive the death, bankruptcy or incapacity of such Investor and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of such Investor.

Irrevocable Proxy. The (a) In consideration of the Tag-Along Right, the Individual Stockholder hereby irrevocably grants toappoints the Initial Carlyle Stockholder, and appoints, Parent and any designee of Parent the Initial Carlyle Stockholder, and each of Parent's officersthem individually, as Stockholder's the true and lawful attorney, agent -in-fact and proxy of the Individual Stockholder solely with respect to the matters set forth below, for and in the Individual Stockholder’s name, place and stead, with full power of substitution and resubstitution, to vote the full extent Proxy Shares or act by written consent on behalf of the Stockholder's voting rights Proxy Shares, solely with respect to the Owned Common Shares, following matters: (i) the election or removal of members of the board of directors of the Company; and (ii) the consent to vote all or approval of any Company Sale that is approved by the Owned Common Board and the holders of a majority of the then-outstanding Voting Shares or grant a consent or approval, at any meeting of items submitted to the stockholders of the Company and for their consent or approval in connection therewith (including, without limitation, any action by written consent related votes under Sections 242, 251, 252, 254, 257, 258, 263, 264 or 271 of the stockholders Delaware General Corporation Law). The Individual Stockholder hereby ratifies and confirms and undertakes to ratify and confirm all that the Initial Carlyle Stockholder, in its capacity as the proxyholder of the CompanyProxy Shares, until may lawfully do or cause to be done by virtue of the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or rights hereby granted. (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies proxy and power of attorneysattorney granted to the Initial Carlyle Stockholder pursuant to Section 2(a) of this Agreement by the Individual Stockholder shall, except as herein provided, be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Individual Stockholder with respect to all the Proxy Shares (other than any prior proxies granted to the Initial Carlyle Stockholder pursuant to Section 16(m) of the Owned Common Shares that may have heretofore been appointed Stockholders Agreement but including, if such Individual Stockholder is not a natural person, any prior proxies granted to the Related Individual of such Individual Stockholder). The power of attorney granted by the Individual Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Individual Stockholder, and shall revoke any and all prior powers of attorney granted by the Individual Stockholder with respect to any matters covered by Section 1.2, the Proxy Shares. The proxy and no subsequent proxy (whether revocable or irrevocable) or power of attorney granted hereunder shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The (a) Each Founding Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of Managing Purchasers and their assignees an irrevocable proxy coupled with an interest (the Stockholder's voting rights with respect to the Owned Common Shares, "Proxy") attached hereto as Exhibit B to vote the Founders Shares at each and all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent meetings of the stockholders of the Company, to execute and otherwise to exercise any consensual rights with respect to such Founders Shares to the same extent and with the same effect as each of the Founding Stockholders could do under any applicable agreement or instrument or any applicable laws or regulations governing the rights and powers of stockholders of the Company (collectively, the "Proxy Rights"); provided, that the exercise of any Proxy Rights requires the consent of the majority of the Managing Purchasers unless, in the sole judgment of the Majority in Interest that in order to protect its investment, the Majority in Interest requires the sole right to exercise the Proxy Rights in which case the Majority in Interest shall upon 10 days written notice to each other Managing Purchaser have the sole right to exercise the Proxy Rights until the earlier Majority in Interest, in its sole discretion, shall deem otherwise. Anything contained in the preceding sentence to the contrary notwithstanding, the Proxy shall automatically terminate without further action upon the earliest to occur of (a)(1i) the Acceptance Date valid and enforceable Transfer of all Stock owned by such Stockholder, (ii) a Qualified Public Offering or (2iii) three years from the Effective Time or date hereof. The Managing Purchasers shall have the right to assign the Proxy to any of their Affiliates. (b) If the date Proxy granted pursuant to Section 8(a) is not valid or is otherwise ineffective for any reason, then each Founding Stockholder shall vote all of termination his respective Founders Shares in the same manner as the Majority in Interest votes any shares of Stock owned by the Majority in Interest at any and all meetings of the Merger Agreementstockholders of the Company, on the matters described by written consent in Section 1.2 lieu thereof and otherwise in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power connection with any exercise of attorneys, any consensual rights with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1such Founders Shares.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent (a) In furtherance of the Stockholder's voting rights transactions contemplated hereby, concurrently with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting execution of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger this Agreement, on the matters described Stockholder shall execute and deliver to Seller a proxy in Section 1.2 and in accordance therewiththe form attached hereto as Exhibit A (the "Proxy"). THIS THE PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESINTEREST. Such irrevocable Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL"). (b) The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that which the Stockholder may have heretofore been appointed or granted with respect only to any the extent it relates to the matters covered by referred to in Section 1.21.1 hereof, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given or written consent executed only to the extent it relates to matters referred to in Section 1.1 hereof (and if given or executed, such proxy or power of attorney shall not be effective) by such Stockholder with respect thereto. All authority conferred by this Section 1.2 or agreed to be conferred shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives, assigns and successors of the Stockholder. (c) The Seller hereby agrees, during the time this Agreement is in effect, to take any and all actions necessary to cause the Proxies to be voted at any meeting of the Company's stockholders in favor of all the transactions contemplated by the StockholderFinancing Agreements. (d) The Seller hereby agrees not to consent to any amendment or modification to the Purchase Agreement, except including, but not limited to, Article VII or the definition of "Closing Date" as required by any letter of transmittal in connection with contained therein, which would adversely effect the Offer. The Stockholder agrees pursuant to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination terms of this Agreement in accordance with Section 5.1without the prior written consent of the Stockholder.

Irrevocable Proxy. The Each Stockholder hereby irrevocably grants toconstitutes and appoints the President of the Company, and appoints, Parent and any a designee of Parent the Requisite Holders, and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Sharesmatters set forth herein, and each of them, with full power of substitution, as the proxies of such Stockholder (“Stockholder Proxies”) with respect to the matters upon which such Stockholder is obligated to vote in accordance with Section 5 and Section 6, and hereby authorizes each of them, acting singly, to represent and to vote, if and only if such Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Stockholder’s Shares in accordance with the Owned Common Shares or grant a consent or approval, at any meeting terms and provisions of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the stockholders agreements and covenants of the Company and the other Stockholders in any action connection with the transactions contemplated by written consent of the stockholders of the Companythis Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in this Agreement terminates pursuant to Section 1.2 and in accordance therewith7 hereof. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Each Stockholder hereby revokes any and all other previous proxies and power of attorneys, with respect to all the Shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 7 hereof, purport to grant any other proxy or power of the Owned Common Shares that may have heretofore been appointed or granted attorney with respect to any matters covered by Section 1.2of the Shares, and no subsequent deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy (whether revocable or irrevocable) or power give instructions with respect to the voting of attorney shall be given by any of the StockholderShares, except as required in each case in a manner consistent with the voting obligations set forth in Section 5 and Section 6. Subject to the limitation set forth in the next sentence, the Stockholders agree to indemnify, defend and hold harmless Stockholder Proxies from and against any and all loss, damage, liability and expense that may be incurred by any letter Stockholder Proxies arising out of transmittal or in connection with his, her or its acceptance or appointment as Stockholder Proxies under this Agreement (except such as may result from the Offergross negligence or willful misconduct of the Stockholder Proxies), including the legal costs and expenses of defending himself, herself or itself against any claim or liability in connection with his, her or its performance under this Agreement and all other documents and agreements executed and delivered by Stockholder Proxies in connection therewith. The Stockholders’ respective obligations to indemnify Stockholder agrees Proxies pursuant to execute any further agreement or form reasonably necessary or appropriate this Section 21 shall be several and shall be limited as to confirm and effectuate the grant each Stockholder to such Stockholder’s pro rata portion of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination total number of Shares covered by this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Each Stockholder hereby irrevocably grants toconstitutes and appoints the President of the Company, and appoints, Parent and any a designee of Parent the Requisite Holders, and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Sharesmatters set forth herein, and each of them, with full power of substitution, as the proxies of such Stockholder (“Stockholder Proxies”) with respect to the matters upon which such Stockholder is obligated to vote in accordance with Section 6 and Section 7, and hereby authorizes each of them, acting singly, to represent and to vote, if and only if such Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Stockholder’s Shares in accordance with the Owned Common Shares or grant a consent or approval, at any meeting terms and provisions of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the stockholders agreements and covenants of the Company and the other Stockholders in any action connection with the transactions contemplated by written consent of the stockholders of the Companythis Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in this Agreement terminates pursuant to Section 1.2 and in accordance therewith8 hereof. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Each Stockholder hereby revokes any and all other previous proxies and power of attorneys, with respect to all the Shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 8 hereof, purport to grant any other proxy or power of the Owned Common Shares that may have heretofore been appointed or granted attorney with respect to any matters covered by Section 1.2of the Shares, and no subsequent deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy (whether revocable or irrevocable) or power give instructions with respect to the voting of attorney shall be given by any of the StockholderShares, except as required in each case in a manner consistent with the voting obligations set forth in Section 6 and Section 7. Subject to the limitation set forth in the next sentence, the Stockholders agree to indemnify, defend and hold harmless Stockholder Proxies from and against any and all loss, damage, liability and expense that may be incurred by any letter Stockholder Proxies arising out of transmittal or in connection with his, her or its acceptance or appointment as Stockholder Proxies under this Agreement (except such as may result from the Offergross negligence or willful misconduct of the Stockholder Proxies), including the legal costs and expenses of defending himself, herself or itself against any claim or liability in connection with his, her or its performance under this Agreement and all other documents and agreements executed and delivered by Stockholder Proxies in connection therewith. The Stockholders’ respective obligations to indemnify Stockholder agrees Proxies pursuant to execute any further agreement or form reasonably necessary or appropriate this Section 22 shall be several and shall be limited as to confirm and effectuate the grant each Stockholder to such Stockholder’s pro rata portion of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination total number of Shares covered by this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder Preferred Holder hereby irrevocably grants toconstitutes and appoints Proxy Holder, and appoints, Parent and any designee from the date of Parent and each of Parent's officersthis Agreement, as StockholderPreferred Holder's attorneytrue and lawful attorney and proxy, agent and proxy with full power of substitution and resubstitutionsubstitution, to the full extent of Preferred Holder's right to vote on the Stockholder's voting rights Preferred Director set forth in Section 7 of the Certificate of Designation of Series A Convertible Participating Preferred Stock of the Company (the "Certificate of Designation") with respect to the Owned Common Proxy Shares, for and in Preferred Holder's name, place and stead to vote all the Owned Common Shares or grant a consent or approval, at any meeting and otherwise act with respect to each of the stockholders Proxy Shares with respect to such matter at all annual, special and other meetings of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date at every adjournment or (2) the Effective Time postponement thereof, and on every action or (b) the date of termination approval by written consent or resolution of the Merger Agreementholders of the Series A Preferred Stock related thereto. For the avoidance of doubt, on the matters described irrevocable proxy granted in the immediately preceding sentence shall not constitute any proxy with respect to any other equity interests in the Company held by or beneficially owned by Preferred Holder or any voting rights other than those set forth in Section 1.2 and in accordance therewith7 of the Certificate of Destination, whether directly or indirectly. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder Preferred Holder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all the voting rights set forth in Section 7 of the Owned Common Shares that may have heretofore been appointed or granted Certificate of Designation with respect to the Proxy Shares that Preferred Holder may have appointed or granted. Preferred Holder will not grant any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by or enter into any other voting agreement with respect to the Stockholder, except as required by any letter of transmittal voting rights set forth in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant Section 7 of the proxy contained herein. Such proxy shall automatically terminate upon Certificate of Designation with respect to the valid termination of this Agreement in accordance with Section 5.1Proxy Shares.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, Each Shareholder constitutes and appoints, Parent and any designee of appoints Parent and each of Parent's its executive officers, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 6 hereof (at which point such constitution and appointment shall automatically be revoked) as Stockholder's Shareholder’s attorney, agent and proxy (such constitution and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common Shareholder’s Company Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders shareholders of the Company, until the earlier of or at any adjournment thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreementincluding by written consent solicitation), on the matters described and in the manner specified in Section 1.2 and in accordance therewith2. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESINTEREST. The Stockholder Shareholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shareholder’s Company Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by Shareholder with respect thereto on the Stockholder, except as required matters covered by Section 2. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Shareholder and any letter obligation of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy Shareholder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement Shareholder. It is understood and agreed that Parent will not use such Irrevocable Proxy unless the Shareholder fails to comply with Section 2 hereof and that, to the extent Parent uses such Irrevocable Proxy, it will only vote such Company Shares with respect to the matters specified in, and in accordance with the provisions of, Section 5.12 hereof.

Irrevocable Proxy. The Stockholder Each undersigned Holder of the number of shares of Series C Preferred set forth on Exhibit A, by signing this Agreement hereby irrevocably grants tomakes, constitutes and appoints the President of Republic Resources, Inc., or his designee, as the true and lawful attorney and proxy of the undersigned Holder, for, and appointsin its name, Parent place and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionstead, to the full extent attend any and all meetings of the Stockholder's voting rights with respect stockholders of Republic Resources, Inc. and to vote any and all shares of Series C 5% Redeemable Preferred Stock of the Company standing in the name of the undersigned Holder, or any shares of common stock of Republic Resources, Inc. issued pursuant to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approvalExchange described in this Agreement, at any meeting of stockholders or any adjournments thereof held on or before July 1, 2002, or to sign any written consent on behalf of Holder, for the stockholders following purposes only: (1) To vote to approve the P&S Agreement dated effective January 31, 2002 between Republic Resources, Inc. and Harken ("P&S Agreement"); (2) To approve the Amendment of the Articles of Incorporation of the Company to increase the authorized number of shares of Company common stock from 10,000,000 shares to 30,000,000 shares; (3) To approve, ratify and adopt any and all actions heretofore or hereafter taken by the Company and its management to implement the transactions contemplated by the P&S Agreement and this Agreement other than any amendment to the P&S Agreement or this Agreement that could reasonably be expected to be materially adverse to the undersigned Holders. The undersigned Holder confirms that this proxy is given in connection with a reorganization of Republic Resources, Inc. and that this proxy is coupled with an interest, is binding on the Holder and its successors and assigns and is irrevocable, provided, however, that this proxy shall be deemed canceled if the parties terminate the P&S Agreement before Closing. The undersigned Holder hereby represents and warrants that the execution, delivery and performance of this Agreement has been duly authorized and is a legally binding obligation of the Holder enforceable in accordance with its terms. The Holder hereby represents and acknowledges that it is familiar with the business and financial condition of the Company and has had access to such information as it has requested to enable it to make an informed decision to acquire Company common stock in any action by written consent exchange for its shares of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESSeries C Preferred Stock. The Stockholder Holder hereby revokes all other proxies represents and power warrants that it is an "accredited investor," as defined in Rule 501 under the Securities Act of attorneys1933, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2as amended, and no subsequent hereby ratifies and confirms all that the said proxy (whether revocable lawfully may do or irrevocable) or power of attorney shall cause to be given done by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination virtue of this Agreement in accordance with Section 5.1authorization.

Irrevocable Proxy. The Stockholder Each of the Baupost Entities hereby irrevocably grants toappoints as its proxy, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in their respective capacities as officers of the Company, and appointsany individual who shall hereafter succeed to any such officer of the Company, Parent and any designee of Parent and other Person designated in writing by the Company (collectively, the “Grantees”), each of Parent's officersthem individually, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote or execute written consents solely with respect to the Owned Common SharesSubject Shares in accordance with Section 3.1 hereof and, to vote all in the Owned Common Shares or grant a consent or approval, at any meeting discretion of the stockholders Grantees, with respect to any proposed adjournments of the Company and in any action by written consent annual or special meetings of the stockholders of the Company. This proxy is coupled with an interest and shall be irrevocable, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination and each of the Merger Agreement, on Baupost Entities will take such further action or execute such other instruments as may be necessary to effectuate the matters described in Section 1.2 intent of this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, any proxy previously granted by any Baupost Entity with respect to all of the Owned Common Subject Shares that would otherwise conflict with the proxy granted by this Section 3.2. The Company may have heretofore been appointed or granted terminate this proxy with respect to the Stockholder at any matters covered time at its sole election by Section 1.2written notice provided to the Baupost Entities. Notwithstanding anything to the contrary in this Agreement, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy granted by this Section 3.2 shall automatically terminate and be of no further force and effect upon the valid termination of this Agreement in accordance with Section 5.14.2 hereof. Each Baupost Entity hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Any Baupost Entity that is not the record owner of the Subject Shares of which it is the Beneficial Owner shall use reasonable efforts to cause the record owner of such Subject Shares to execute and deliver an irrevocable proxy conforming to the provisions of this Section 3.2.

Irrevocable Proxy. (i) The Stockholder Shareholder hereby irrevocably grants to, to and appoints, Parent and hereby authorizes and empowers, Buyer for the term of this Agreement, and any designee of Parent individual designated in writing by it, and each of Parent's officersthem individually, as Stockholderthe Shareholder's sole and exclusive proxy and attorney, agent and proxy -in-fact (with full power of substitution and resubstitution), for and in the Shareholder's name, place and stead, to vote and exercise all voting and related rights (to the full fullest extent of that the Stockholder's voting rights Shareholder is entitled to do so) with respect to the Owned Common Shareshis, to vote all the Owned Common her or its Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company called, and in any action by every written consent in lieu of such meeting, with respect to any of the stockholders matters specified in, and in accordance and consistent with, this Section 1. The Shareholder may vote the Shares without regard to this Agreement or the restrictive covenants contained herein on all other matters not related to the Merger, the Merger Agreement or an Acquisition Proposal or otherwise relating to or affecting the matters contemplated thereunder. (ii) The Shareholder understands and acknowledges that Buyer is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of the Company, until the earlier this Agreement and further acknowledges receipt and review of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination a copy of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder Shareholder hereby revokes all other proxies and power of attorneysaffirms that the irrevocable proxy set forth in this Section 1(b) constitutes an inducement for Buyer to enter into the Merger Agreement, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be is given by the Stockholder, except as required by any letter of transmittal in connection with the Offerexecution of the Merger Agreement and is given to secure the performance of the duties of the Shareholder under this Agreement. Except as otherwise provided for herein, the Shareholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 705(e) and Section 705(f) of the California General Corporation Law. (iii) Upon the execution of this Agreement by the Shareholder, the Shareholder hereby revokes any and all prior proxies or powers of attorney given by the Shareholder with respect to the Shares. The Stockholder Shareholder acknowledges and agrees that no subsequent proxies with respect to execute any further agreement such Shares shall be given, and if given, shall not be effective. All authority conferred herein shall survive the death or form reasonably necessary or appropriate to confirm and effectuate the grant incapacity of the Shareholder and any obligation of the Shareholder hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the Shareholder. Notwithstanding any other provisions of this Agreement, the irrevocable proxy contained herein. Such proxy granted hereunder shall automatically terminate upon the valid termination of this Agreement Expiration Date (as defined in accordance with Section 5.15).

Irrevocable Proxy. The Stockholder (a) Subject to terms and provisions of this Agreement, including, without limitation, Section 2 hereof, XFL, being the sole holder and owner of the Proxy Shares, hereby irrevocably grants toauthorizes Patriarch, at any time after 7 January 2009, to vote on behalf of XFL, as XFL's proxy, in any manner and for any outcome Patriarch shall decide in its absolute and sole discretion without regard for XFL, at any and all meetings of the shareholders of XFM and, as XFL's proxy, to consent or dissent to any action taken with or without a meeting, and appointsfurther makes, Parent constitutes and any designee irrevocably appoints Patriarch to act as the true and lawful proxy and attorney-in-fact in the name and on behalf of Parent and each of Parent's officersXFL, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionto appoint a substitute or substitutes, to the full extent of the Stockholder's vote and execute and deliver written voting rights consents with respect to the Owned Common Proxy Shares, to vote all the Owned Common Shares same extent and with the same effect as XFL could do under any applicable laws or grant a consent or approvalregulations governing the rights and powers of shareholders of XFM (the irrevocable proxy granted hereunder, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or "Irrevocable Proxy"). (b) the date of termination of the Merger AgreementSUBJECT TO TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 12 HEREOF, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDINTEREST. This Irrevocable Proxy is being given to Patriarch in connection with, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWand in consideration of, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESPatriarch's consent to the amendment of the Articles (including amendments to Schedule 1 which provide A Common Shares held by XFL with ten votes per share) and such proxy is given to secure the performance of the duties of XFL under this Agreement and the Equity Documents. All power and authority conferred under this Irrevocable Proxy shall not be terminated by any act of the undersigned or by operation of law, by death or incapacity of the undersigned, by lack of appropriate power or authority, or by the occurrence of any other event or events, except as expressly provided in this Agreement. If, after the execution of this Irrevocable Proxy, any such event or events shall occur, Patriarch is nevertheless authorized and directed to vote the shares in accordance with the terms of this Irrevocable Proxy as if such death, incapacity, lack of appropriate power or authority or other event or events had not occurred and regardless of notice thereof. This Irrevocable Proxy shall be binding upon, and enforceable against, all beneficiaries, heirs at law, legatees, distributees, successors, assigns, transferees and legal representatives of XFL. (c) The Stockholder hereby revokes all other proxies parties hereto expressly acknowledge and power of attorneys, agree that this Irrevocable Proxy gives Patriarch the exclusive right to vote (or consent) with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2Proxy Shares, and no subsequent proxy (whether revocable or irrevocableto the extent provided herein) or power of attorney that XFL shall be given by the Stockholder, except as required by not have any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1such rights.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent (a) In furtherance of the Stockholder's voting rights transac tions contemplated hereby, concurrently with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting execution of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger this Agreement, on the matters described Stockholder shall execute and deliver to Seller a proxy in Section 1.2 and in accordance therewiththe form attached hereto as Exhibit A (the "Proxy"). THIS THE PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESINTEREST. Such irrevocable Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL"). (b) The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that which the Stockholder may have heretofore been appointed or granted with respect only to any the extent it relates to the matters covered by referred to in Section 1.21.1 hereof, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given or written consent executed only to the extent it relates to matters referred to in Section 1.1 hereof (and if given or executed, such proxy or power of attorney shall not be effective) by such Stockholder with respect thereto. All authority conferred by this Section 1.2 or agreed to be conferred shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives, assigns and successors of the Stockholder. (c) The Seller hereby agrees, during the time this Agreement is in effect, to take any and all actions necessary to cause the Proxies to be voted at any meeting of the Company's stockholders in favor of all the transactions contem plated by the StockholderFinancing Agreements. (d) The Seller hereby agrees not to consent to any amend ment or modification to the Purchase Agreement, except including, but not limited to, Article VII or the definition of "Closing Date" as required by any letter of transmittal in connection with contained therein, which would adversely effect the Offer. The Stockholder agrees pursuant to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination terms of this Agreement in accordance with Section 5.1without the prior written consent of the Stockholder.

Irrevocable Proxy. The Stockholder Each Shareholder hereby irrevocably grants to, and appoints, Buyer Parent and any designee of Parent thereof and each of Buyer Parent's officers, as Stockholdersuch Shareholder's attorney, agent and proxy (such grants and appointment, the "Irrevocable Proxy"), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common of such Shareholder's Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders shareholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SHARES IN BREACH OF THIS AGREEMENT. The Stockholder Each Shareholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Shareholder's Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Shareholder with respect thereto on the Stockholder, except as required matters covered by any letter of transmittal Section 1.1. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant execution of the Merger Agreement, and that such irrevocable proxy contained herein. Such proxy shall automatically terminate upon is given to secure the valid termination performance of the duties of such Shareholder under this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder undersigned stockholder of ▇▇▇▇▇ Holdings, Inc., a Delaware corporation (the “Company”), hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent (to the fullest extent permitted by law) appoints ▇▇▇▇ ▇▇▇▇▇▇▇▇ the attorney and proxy of the undersigned with full power of substitution and resubstitution, to the full extent of the Stockholder's voting undersigned’s rights with respect to (i) the Owned outstanding shares of Company common stock owned of record by the undersigned as of the date of this proxy, and (ii) any and all other shares of Company common stock or other securities which the undersigned may acquire on or after the date hereof. The shares of the Company Common Stock referred to in clauses (i) and (ii) of the immediately preceding sentence are collectively referred to in this proxy as the “Shares”. Upon the execution hereof, any prior proxies given by the undersigned with respect to any of the Shares are hereby revoked and the undersigned agrees that no subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable and is coupled with an interest. This proxy shall remain in full force and effect to the fullest extent permitted by law. The attorney and proxy named above will be empowered, and may exercise this proxy, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company Company, however called, and in any action by written consent of the stockholders of the Company. This proxy shall be binding upon the heirs, until estate, executors, personal representatives, successors and assigns of the earlier undersigned, including any transferee of any of the Shares. If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a)(1a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the Acceptance Date or (2) the Effective Time or fullest extent possible, (b) the date invalidity or unenforceability of termination such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction and (c) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of the Merger Agreement, on remainder of such provision or the matters described in Section 1.2 and in accordance therewithvalidity or enforceability of any provision of this proxy. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all Each provision of this proxy is separable from every other proxies and power provision of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2this proxy, and no subsequent proxy (whether revocable or irrevocable) or power each part of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination each provision of this Agreement in accordance with Section 5.1proxy is separable from every other part of such provision.

Irrevocable Proxy. The Stockholder hereby Participant represents that from time to time it may be a Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) of Shares. To the extent that it is a Beneficial Owner of Shares, the Participant agrees to irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, appoint Distributor as Stockholder's attorney, agent its attorney in fact and proxy with full authorization and power to vote (or abstain from voting) its beneficially or legally owned Shares of the Fund which the Participant has not rehypothecated and which the Participant is or may be entitled to vote at any meeting of shareholders of the Fund held after the date this Agreement is executed whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. For purposes of this paragraph, beneficially owned Shares shall not include those shares for which the Participant is the record owner but not the beneficial owner (the “Managed Account Shares”). The Distributor shall mirror vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter, question or resolution submitted to the vote of shareholders of the Fund. The Distributor, as attorney in fact and proxy for Participant under this Section 1(f), (i) is hereby given full power of substitution and resubstitutionrevocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys in any lawful manner deemed appropriate by it, including in writing, by telephone, facsimile, electronically (including through the Internet) or otherwise. The Distributor shall serve as an irrevocable attorney in fact and proxy for the Participant under this Section for so long (and only so long) as this Agreement remains in effect. In the event applicable law prevents the assignment of the irrevocable proxy, or deems such proxy to expire due to the full extent passage of time, the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder Participant hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute and deliver such additional documentation as may be necessary to cause the Distributor to serve as its attorney in fact and proxy for the purposes discussed in this Agreement. The Distributor shall promptly notify the Participant if the Distributor ceases to act as Distributor to any further agreement Fund or form reasonably necessary or appropriate to confirm the Trust, as applicable, and effectuate the grant of the proxy contained herein. Such this irrevocable proxy shall automatically terminate. The Distributor may terminate upon this irrevocable proxy within sixty (60) days written notice to the valid Participant and termination of this Agreement irrevocable proxy by itself shall not serve to terminate this Agreement. The powers of attorney and proxy as set forth in accordance with this Section 5.11(f) shall include (without limiting the other powers hereunder) the power to receive and waive any notice of any meeting on behalf of the undersigned.

Irrevocable Proxy. The Subject to the receipt of the ▇▇▇▇▇▇▇▇▇ Lender Approval as required by the Second Lien Facilities Agreement and without limiting the obligations of the Stockholder under this Agreement, the Stockholder hereby irrevocably grants toappoints as its proxy and attorney-in-fact the officers of Parent, and appointsany other Person designated in writing by Parent (collectively, Parent and any designee of Parent and the “Proxy Holders”), each of Parent's officersthem individually, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Sharessubstitution, to vote all the Owned Common Shares or grant a consent or approval, at any meeting approval in respect of the stockholders Shares in a manner consistent with this Agreement, in each case in the event of a failure by the Company Stockholder to timely act in accordance with its obligations pursuant to this Agreement (and in any action by event within one Business Day of receipt of Parent’s request to act in accordance with such obligations), including a failure to execute and deliver a written consent of approving the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination adoption of the Merger Agreement, on Agreement and the matters described First Merger substantially in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneysthe form attached hereto as Exhibit A or Exhibit B, with respect to all of its Shares entitled to consent thereto, in accordance with Section 2. Parent agrees not to, and shall cause the Owned Common Shares other Proxy Holders not to, exercise the proxy granted herein for any purpose other than as described and permitted in this Agreement. The Stockholder hereby affirms that this irrevocable proxy is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of its duties under this Agreement. The Stockholder further affirms that this irrevocable proxy is coupled with an interest and shall be irrevocable, and the Stockholder (x) shall take such further action or execute such other instruments as may have heretofore been appointed or be reasonably necessary to effectuate the intent of this irrevocable proxy, and (y) hereby revokes any proxy previously granted by the Stockholder with respect to any matters covered of its Shares. The proxy granted by this Section 1.2, 4 shall terminate and be of no subsequent proxy (whether revocable or irrevocable) or power further force and effect upon the Expiration Time. The foregoing provisions of attorney this Section 4 shall be given not apply to approvals required by the Stockholder, except as required by any letter terms of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant Section 280G(b)(5)(B) of the proxy contained herein. Such proxy shall automatically terminate upon Internal Revenue Code of 1986, as amended (the valid termination “Code”) regarding any payments and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of this Agreement in accordance with Section 5.1the Code.

Irrevocable Proxy. (a) The Stockholder undersigned stockholder (the “Stockholder”) of CD&L, Inc., a Delaware corporation (the “Company”) hereby irrevocably grants to, appoints and appoints, Parent and any designee of Parent and constitutes each of Parent's officersthe Chief Executive Officer, the President, the Chief Financial Officer and the Secretary of Purchaser (collectively the “Proxyholders”), as the agents, attorneys and proxies of the undersigned Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the undersigned Stockholder's ’s rights with respect to the shares of Common Stock of the Company that are listed below (the “Shares”), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof and prior to the date this Irrevocable Proxy terminates, to vote the Shares as set forth in this paragraph 1. (b) The Proxyholders are empowered at any time prior to termination of this Irrevocable Proxy to exercise all voting rights with respect to such Shares (including, without limitation, the Owned Common power to execute and deliver written consents with respect to the Shares) of the undersigned Stockholder at every annual, to vote all the Owned Common Shares special or grant a consent or approval, at any other meeting of the stockholders of the Company and in at any action by adjournment or postponement thereof, however called, or pursuant to any written consent in lieu of a meeting or otherwise (such rights, the “Proxy Rights”) in accordance with Section 3(a) of the stockholders of the Company, until the earlier of Voting Agreement. (a)(1c) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that Proxyholders may have heretofore been appointed or granted not exercise these Proxy Rights with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, matter except as required by any letter of transmittal in connection with the Offerspecifically authorized herein. The Stockholder agrees may vote the Shares on all such other matters, subject to execute any further agreement such other agreements as the Stockholder may be subject or form reasonably necessary by which the Stockholder or appropriate the Shares may be bound. The Proxy Rights granted by Stockholder to confirm and effectuate the grant Proxyholders hereby is granted as of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination date of this Agreement Irrevocable Proxy in accordance order to secure the obligations of such Stockholder set forth in Section 3(a) of the Voting Agreement, and is irrevocable and coupled with Section 5.1an interest in such obligations.

Irrevocable Proxy. The Each Stockholder hereby irrevocably grants toappoints Parent, and appoints, Parent and any designee of Parent and each of Parent's its officers, as such Stockholder's attorney, agent attorney and proxy pursuant to the provisions of Section 212(c) of Delaware Law, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act (by written consent or otherwise) with respect to the Owned Common Shares, to vote all the Owned Common such Stockholder's Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date such meeting or (2) the Effective Time or (b) the date of termination of the Merger Agreementotherwise, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.01 (the "Irrevocable Proxy"). THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE A STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF HIS SHARES IN BREACH OF THIS AGREEMENT. The Each Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Stockholder's Shares that may have heretofore been appointed or granted granted, other than, in the case of Mr. August von ▇▇▇▇▇, ▇▇. August-Fran▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇. Luitpold-Ferd▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ Ms. ▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇ Finck, the power of attorney attached as Exhibit B to Schedule 13-D filed in respect of the Company with respect to any matters covered by Section 1.2the SEC on December 8, 1998 (the "13-D Power of Attorney"), and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholderor written consent executed (and if given or executed, except as required shall not be effective) by any letter Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of transmittal in connection with any Stockholder and the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant termination of the proxy contained herein. Such proxy Irrevocable Proxy and any obligation of the Stockholder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement in accordance with Section 5.1such Stockholder.

Irrevocable Proxy. The Stockholder hereby Pursuant to Section 607.0722 of the Florida Business Corporation Act (the "FBCA"), Shareholder herby irrevocably grants toconstitutes and appoints Parent, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and appoints, Parent ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ from and any designee of Parent after the date hereof and each of Parent's officers, until the Termination Date (at which point such constitution and appointment shall automatically be revoked) as StockholderShareholder's attorney, agent and proxy (such constitution and appointment, the "Irrevocable Proxy"), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common Shareholder's Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, and in any action by written consent of the stockholders shareholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 2.01. Without limiting the foregoing, in any such vote or other action pursuant to such proxy, neither Parent nor any other person listed in the immediately preceding sentence shall in any event have the right (and in accordance therewithsuch proxy shall not confer the right) to vote against the Merger or to vote to reduce the Offer Price. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER A SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SHARES IN BREACH OF THIS AGREEMENT. The Stockholder hereby revokes all other proxies and power of attorneysTHIS PROXY AND POWER OF ATTORNEY SHALL BE VALID DURING THE TERM OF THIS AGREEMENT, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy REGARDLESSS OF WHETHER SUCH TERM EXCEEDS ELEVEN (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.11)

Irrevocable Proxy. The Stockholder Each party to this Agreement hereby irrevocably grants toconstitutes and appoints the Chief Executive Officer, President, Chief Financial Officer and appointsTreasurer of the Company, Parent and any designee of Parent and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to as the full extent proxies of the Stockholder's voting rights party with respect to the Owned Common Sharesmatters set forth herein, including without limitation, election of persons as members of the Board of Directors in accordance with Section 4, votes to increase authorized shares pursuant to Section 5 and votes regarding any Sale of the Company pursuant to Section 6, and hereby authorizes each of them to represent and to vote, if and only if the party (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all the Owned Common of such party’s Shares or grant a consent or approval, at any meeting in favor of the stockholders election of persons as members of the Board of Directors determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 4, 5 and 6, respectively. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 11. Each party hereto hereby revokes any action by written consent and all previous proxies with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 11, purport to grant any other proxy or power of attorney with respect to any of the stockholders Shares, deposit any of the CompanyShares into a voting trust or enter into any agreement (other than this Agreement), until arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the earlier voting of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination any of the Merger AgreementShares, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained set forth herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The (i) Each Principal Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent Acquiror an irrevocable proxy to exercise, at any time and from time to time: (A) all rights and powers of the Stockholder's voting rights such Principal Stockholder with respect to his, her or its shares of Common Stock to vote, give approvals, consents, call meetings, give, receive and waive notices of meetings, and grant proxies to others; and (B) without limitation of the Owned Common Sharesrights and powers referred to in the preceding clause (A), to vote all the Owned Common Shares or grant a consent or voting, approval, at any meeting consent and waiver rights and powers that such Principal Stockholder possesses or may in the future possess as record and beneficial owner of his, her or its shares of Common Stock, in such manner as the Acquiror may, in its sole discretion, deem necessary or, in the Acquiror’s reasonable discretion, desirable in order to: (I) secure the consent, adoption and approval by the Stockholders of this Agreement and the terms and provisions hereof and the consummation by SDRC of the stockholders transactions contemplated hereby, including, without limitation, the Merger; and (II) prevent any other action, including, without limitation, any other merger and any consolidation, sale of assets or securities, reorganization or recapitalization, liquidation or winding up of SDRC or any other extraordinary transaction involving SDRC or any other corporate action the Company and in any action consummation of which could reasonably be expected to, directly or indirectly, frustrate the purposes of, or prevent or delay the consummation of, the transactions contemplated by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger this Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The By giving this proxy such Principal Stockholder hereby revokes all other proxies granted by such Principal Stockholder to vote any of his, her or its shares of Common Stock. The power and authority hereby conferred shall not be terminated by any act of such Principal Stockholder or by operation of Law, by lack of appropriate power of attorneysor authority, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, occurrence of any other event or events except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with its terms and shall be binding upon all such Principal Stockholder’s beneficiaries, distributees, successors, assigns and legal representatives. If, after execution of this Agreement, such Principal Stockholder shall cease to have appropriate power or authority, the Acquiror is nevertheless authorized and directed to vote each Principal Stockholder’s shares of Common Stock in accordance with the terms of this Agreement as if such lack of appropriate power or authority had not occurred and regardless of notice thereof. This proxy is irrevocable, is coupled with an interest and is granted in consideration of the Acquiror’s and Merger Sub’s entering into this Agreement. This proxy shall terminate upon the earlier to occur of (x) the filing of the Certificate of Merger pursuant to this Agreement, and (y) the termination of this Agreement in accordance with its terms. (ii) Each Principal Stockholder agrees not to grant another proxy to any person or entity or to vote any of such Principal Stockholder’s shares of Common Stock in favor of the approval of any other merger, consolidation, sale of assets or securities, reorganization, recapitalization, liquidation or winding up of SDRC or any other extraordinary transaction involving SDRC or any matters in connection therewith, or any corporate action the consummation of which could reasonably be expected to, directly or indirectly, frustrate the purposes of, or prevent or delay the consummation of, the transactions contemplated by this Agreement. The obligations of each Principal Stockholder under this Section 5.16.15(b)(ii) shall terminate upon the earlier to occur of (x) the filing of the Certificate of Merger pursuant to this Agreement, and (y) the termination of this Agreement in accordance with its terms. (iii) If the proxy granted in this Section 6.15 is invalid or is ineffective for any reason, each Principal Stockholder hereby irrevocably agrees to vote, give approvals, consents, call meetings, give, receive and waive notices of meetings, and grant proxies to others in such manner as the Acquiror may, in its sole discretion, deem necessary or, in the Acquiror’s reasonable discretion, desirable in order to secure the consent, adoption and approval by the Stockholders of this Agreement and the form, terms and provisions hereof and the consummation by SDRC of the transactions contemplated hereby, including, without limitation, the Merger. The obligations of each Principal Stockholder under this Section 6.15(b)(iii) shall terminate upon the earlier to occur of (x) the filing of the Certificate of Merger pursuant to this Agreement, and (y) the termination of this Agreement in accordance with its terms. (iv) Except as contemplated by this Section 6.15, no Principal Stockholder shall be restricted from voting in favor of, against or abstaining with respect to any matter presented to the Stockholders.

Irrevocable Proxy. The Stockholder Each Shareholder hereby irrevocably revokes any and all previous proxies granted with respect to its Subject Shares (and such Shareholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Shareholder hereby grants toa proxy appointing Parent as such Shareholder’s attorney-in-fact and proxy, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution substitution, for and resubstitutionin such Shareholder’s name, to vote, express consent (if applicable) or dissent, or otherwise to utilize such voting power in the full extent of the Stockholder's voting rights manner contemplated by Section 1.01 above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Owned Common SharesSubject Shares if such Shareholder is unable to perform or otherwise does not perform his, to vote all the Owned Common Shares her or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, its obligations under this Agreement with respect to its Subject Shares solely with respect to the matters set forth in Section 1.01. The proxy granted by such Shareholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Shareholder shall be automatically revoked upon the Expiration Date. Each Shareholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Shareholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the Owned Common Shares that may have heretofore been appointed or granted intent of this proxy. Each Shareholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any matters covered Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by Section 1.2such Shareholder to grant a proxy, and no subsequent proxy vote, consent (whether revocable or irrevocableif applicable) or express dissent with respect to (or otherwise to utilize the voting power of attorney of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm null and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1void ab initio.

Irrevocable Proxy. The Stockholder Grantor hereby irrevocably grants torevokes all previous proxies with regard to the Pledged Securities and appoints the Collateral Agent as its proxyholder to attend and vote at any and all meetings of the shareholders of the corporation(s) which issued the Pledged Securities, and appointsany adjournments thereof, Parent held on or after the date of the giving of this proxy and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, prior to the full extent termination of this proxy and to execute any and all written consents of shareholders of such corporation(s) executed on or after the date of the Stockholder's voting rights with respect giving of this proxy and prior to the Owned Common Sharestermination of this proxy, to vote all with the Owned Common Shares same effect as if the Grantor had personally attended the meetings or grant a consent had personally voted its shares or approvalhad personally signed the written consent; provided, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Companyhowever, until the earlier of that (a)(1a) the Acceptance Date proxyholder shall have rights hereunder only upon the occurrence and during the continuance of a Bankruptcy Default, Payment Default or (2) the Effective Time or Event of Default, and (b) the date Collateral Agent shall have given the notice to the Grantor specified by Section 6. 1. The grantor hereby authorizes the Collateral Agent to substitute another person as the proxyholder and, upon the occurrence or during the continuance of termination any Bankruptcy Default, Payment Default or Event of Default, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary of the Merger Agreement, on the matters described appropriate corporation. This proxy is coupled with an interest and is irrevocable until such time as all Secured Obligations have been paid and performed in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1full.

Irrevocable Proxy. The Stockholder Each Supporting Shareholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent appoints ▇▇▇▇▇▇ and each of Parentits executive officers from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 6.3 (at which point such appointment shall automatically terminate) as such Supporting Shareholder's officerssole and exclusive attorneys, as Stockholder's attorneyagents and proxies (such constitution and appointment, agent and proxy the "Irrevocable Proxy"), with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common of such Supporting Shareholder's Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders shareholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER A SUPPORTING SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF HIS SHARES IN BREACH OF THIS AGREEMENT. The Stockholder hereby revokes Upon the execution of this Agreement, all other prior proxies and power powers of attorneys, attorney given by each Supporting Shareholder with respect to all of such Supporting Shareholder's Shares issued or issuable in respect thereof on or after the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2date of this Agreement are hereby revoked, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Supporting Shareholder. Any obligation of a Supporting Shareholder shall be binding on the Stockholder, except as required by any letter successors and assigns of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1such Supporting Shareholder.